Form N-14 8C/A Blackstone Private Credi

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As filed with the Securities and Exchange Commission on June 30, 2022

Registration No. 333-265105

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1		☒
Post-Effective Amendment		☐

(Check appropriate box or boxes)

 

 

Blackstone Private Credit Fund

(Exact Name of Registrant as Specified in Charter)

 

 

345 Park Avenue

31st Floor

New York, NY 10154

(Address of Principal Executive Offices: (Number, Street, City, State, Zip Code))

(212) 503-2100

(Area Code and Telephone Number)

Marisa J. Beeney, Esq.

Blackstone Credit BDC Advisors LLC

345 Park Avenue, 31st Floor

New York, NY 10154

(Name and Address of Agent for Service)

 

 

Copies to:

Rajib Chanda, Esq. Steven Grigoriou, Esq. Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, DC 20001		Benjamin Wells, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

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The information in this prospectus is not complete and may be changed. We may not complete the exchange offers and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JUNE 30, 2022

PRELIMINARY PROSPECTUS

 

 

Blackstone Private Credit Fund

Offer to Exchange

$365,000,000 aggregate principal amount of 1.750% Notes due 2024

$500,000,000 aggregate principal amount of 2.350% Notes due 2024

$500,000,000 aggregate principal amount of 2.700% Notes due 2025

$900,000,000 aggregate principal amount of 4.700% Notes due 2025

$900,000,000 aggregate principal amount of 2.625% Notes due 2026

$1,000,000,000 aggregate principal amount of 3.250% Notes due 2027

$650,000,000 aggregate principal amount of 4.000% Notes due 2029

For

$365,000,000 aggregate principal amount of 1.750% Notes due 2024

$500,000,000 aggregate principal amount of 2.350% Notes due 2024

$500,000,000 aggregate principal amount of 2.700% Notes due 2025

$900,000,000 aggregate principal amount of 4.700% Notes due 2025

$900,000,000 aggregate principal amount of 2.625% Notes due 2026

$1,000,000,000 aggregate principal amount of 3.250% Notes due 2027

$650,000,000 aggregate principal amount of 4.000% Notes due 2029, respectively,

registered under the Securities Act of 1933, as amended

 

 

Blackstone Private Credit Fund (the “Company,” “we,” “us,” or “our”) is offering to exchange all of its outstanding (i) 1.750% Notes due 2024 (the “1.750% Restricted Notes”) that were issued in a transaction not requiring registration under the Securities Act of 1933, as amended (the “1933 Act”), on September 15, 2021; (ii) 2.350% Notes due 2024 (the “2.350% Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act, on November 22, 2021; (iii) 2.700% Notes due 2025 (the “2.700% Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act, on January 18, 2022; (iv) 4.700% Notes due 2025 (the “4.700% Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act, on March 24, 2022; (v) 2.625% Notes due 2026 (the “2.625% Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act, on September 15, 2021; (vi) 3.250% Notes due 2027 (the “3.250% Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act, on November 22, 2021; and (vii) 4.000% Notes due 2029 (the “4.000% Restricted Notes” and, collectively with the 1.750% Restricted Notes, 2.350% Restricted Notes, 2.700% Restricted Notes, 4.700% Restricted Notes, 2.625% Restricted Noted and 3.250% Restricted Notes, the “Restricted Notes”) that were issued in a transaction not requiring registration under the 1933 Act on January 18, 2022, for an equal aggregate principal amount of its new (a) 1.750% Notes due 2024 (the “1.750% Exchange Notes”); (b) 2.350% Notes due 2024 (the “2.350% Exchange Notes”); (c) 2.700% Notes due 2025 (the “2.700% Exchange Notes”); (d) 4.700% Notes due 2025 (the “4.700% Exchange Notes”); (e) 2.625% Notes due 2026 (the “2.625% Exchange Notes”); (f) 3.250% Notes due 2027 (the “3.250% Exchange Notes”); and (g) 4.000% Notes due 2029 (the “4.000% Exchange Notes” and, collectively with the 1.750% Exchange Notes, 2.350% Exchange Notes, 2.700% Exchange Notes, 4.700% Exchange Notes, 2.625% Exchange Notes, and 3.250% Exchange Notes, the “Exchange Notes”), respectively, that have been registered with the Securities and Exchange Commission (the “SEC”) under the 1933 Act.

We refer to the 1.750% Restricted Notes and 1.750% Exchange Notes together as the “1.750% Notes”, the 2.350% Restricted Notes and 2.350% Exchange Notes together as the “2.350% Notes”, the 2.700% Restricted Notes and 2.700% Exchange Notes together as the “2.700% Notes”, the 4.700% Restricted Notes and 4.700% Exchange Notes together as the “4.700% Notes”, the 2.625% Restricted Notes and 2.625% Exchange Notes together as the “2.625% Notes”, the 3.250% Restricted Notes and 3.250% Exchange Notes together as the 3.250% Notes, and the 4.000% Restricted Notes and 4.000% Exchange Notes together as the “4.000% Notes”. We refer to the Restricted Notes and the Exchange Notes collectively as the “Notes”.

If you participate in the exchange offer, you will receive Exchange Notes for your Restricted Notes that are validly tendered. The terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of additional interest in the event of a registration default. In addition, the Exchange Notes will bear a different CUSIP number than the Restricted Notes.

MATERIAL TERMS OF THE EXCHANGE OFFER

The exchange offer expires at 5:00 p.m., New York City time, on                    , 2022, unless extended.

We will exchange all 1.750% Restricted Notes, 2.350% Restricted Notes, 2.700% Restricted Notes, 4.700% Restricted Notes, 2.635% Restricted Notes, 3.250% Restricted Notes and 4.000% Restricted Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for 1.750% Exchange Notes, 2.350% Exchange Notes, 2.700% Exchange Notes, 4.700% Exchange Notes, 2.635% Exchange Notes, 3.250% Exchange Notes, and 4.000% Exchange Notes, respectively. You may withdraw tendered Restricted Notes at any time prior to the expiration of the exchange offer.

The only conditions to completing the exchange offer are that the exchange offer not violate any applicable law or applicable interpretation of the staff of the SEC and that no injunction, order or decree has been or is issued that would prohibit, prevent or materially impair our ability to complete the exchange offer.

We will not receive any cash proceeds from the exchange offer.

There is no active trading market for the Restricted Notes, and we do not intend to list the Exchange Notes on any securities exchange or to seek approval for quotations through any automated dealer quotation system.

 

 

Investing in the Exchange Notes involves risks. See “Risk Factors” beginning on page 13 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the Exchange Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2022

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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Exchange Notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			13
USE OF PROCEEDS			18
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			19
THE EXCHANGE OFFER			21
DESCRIPTION OF THE EXCHANGE NOTES			29
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			44
FINANCIAL HIGHLIGHTS			45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			47
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			48
PLAN OF DISTRIBUTION			49
BUSINESS OF THE COMPANY			50
REGULATION OF THE COMPANY			51
SENIOR SECURITIES			52
PORTFOLIO COMPANIES			55
FINANCIAL STATEMENTS			140
MANAGEMENT			141
PORTFOLIO MANAGEMENT			142
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			147
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS			148
DESCRIPTION OF OUR SHARES			150
DISTRIBUTION REINVESTMENT PLAN			162
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			163
BROKERAGE ALLOCATION AND OTHER PRACTICES			164
LEGAL MATTERS			165
EXPERTS			166
WHERE YOU CAN FIND MORE INFORMATION			167
INCORPORATION BY REFERENCE			168

This prospectus incorporates important business and financial information about us that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request at:

Investor Relations

Blackstone Private Credit Fund

345 Park Avenue, 31st Floor

New York, NY 10154

(212) 503-2100

To obtain timely delivery, you must request information no later than five business days prior to the expiration of the exchange offer, which expiration is 5:00 p.m., New York City time, on                    , 2022.

 

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of the Exchange Notes in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

Each broker-dealer that receives Exchange Notes for its own account in the exchange offer for Restricted Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the 1933 Act in connection with any resale or other transfer of the Exchange Notes received in the exchange offer. The accompanying letter of transmittal relating to the Exchange Offer states that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” of the Exchange Notes within the meaning of the 1933 Act. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales or other transfers of Exchange Notes received in the exchange offer for Restricted Notes that were acquired by the broker-dealer as a result of market-making or other trading activities.

 

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RISK FACTORS

In addition to the other information included in this prospectus, you should carefully consider the risks described under “Cautionary Statement Regarding Forward-Looking Statements” and under “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and any updates to those risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which are incorporated by reference in this prospectus, other than as specified, and the following risks before investing in the Exchange Notes. Any of the risks and uncertainties discussed below and in the documents referred to above could be exacerbated by the effects of the ongoing COVID-19 pandemic.

Risks Related to the Exchange Notes

The Exchange Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur.

The Exchange Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Exchange Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have outstanding as of the date of this prospectus or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured in respect of which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Exchange Notes. As of March 31, 2022, our total consolidated indebtedness was approximately $19.2 billion, $1.4 billion of which was secured, $6.6 billion of which was unsecured and $11.2 billion of which was indebtedness of our subsidiaries.

The Exchange Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.

The Exchange Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Exchange Notes and the Exchange Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. As of March 31, 2022, approximately $11.2 billion of the indebtedness required to be consolidated on our balance sheet was held through subsidiary financing vehicles and secured by certain assets of such subsidiaries. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority over our claims (and therefore the claims of our creditors, including holders of the Exchange Notes) with respect to the assets of such subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Exchange Notes are subordinated structurally to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries is structurally senior to the Exchange Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Exchange Notes.

A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Exchange Notes, if any, could cause the liquidity or market value of the Exchange Notes to decline significantly.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Exchange Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Exchange Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any

 

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initial purchaser undertakes any obligation to maintain our credit ratings or to advise holders of the Exchange Notes of any changes in our credit ratings.

The 1.750% Exchange Notes, 2.350% Exchange Notes, 2.625% Exchange Notes and 3.250% Exchange Notes are rated by Moody’s Investors Service (“Moody’s”), and the 2.700% Exchange Notes, 4.700% Exchange Notes and 4.000% Exchange Notes are rated by Moody’s and S&P Global Ratings Services (S&P). There can be no assurance that their respective credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the applicable ratings agency if in its judgment future circumstances relating to the basis of the credit rating, such as adverse changes in our business, financial condition and results of operations, so warrant.

An increase in market interest rates could result in a decrease in the market value of the Exchange Notes.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Exchange Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you purchase Exchange Notes bearing interest at fixed rates and market interest rates increase, the market values of those Exchange Notes may decline. We cannot predict the future level of market interest rates.

The Indenture governing the Exchange Notes contains limited protection for holders of the Exchange Notes.

The Indenture governing the Exchange Notes offers limited protection to holders of the Exchange Notes. The terms of the Indenture and the Exchange Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Exchange Notes. In particular, the terms of the Indenture and the Exchange Notes do not place any restrictions on our or our subsidiaries’ ability to:

 

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issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Exchange Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Exchange Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Exchange Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Exchange Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC;

 

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pay distributions on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Exchange Notes;

 

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sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

 

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enter into transactions with affiliates;

 

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create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

 

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make investments; or

 

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create restrictions on the payment of distributions or other amounts to us from our subsidiaries.

 

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In addition, the terms of the Indenture and the Exchange Notes do not protect holders of the Exchange Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity other than as described under “Description of the Exchange Notes—Events of Default” in this prospectus.

Our ability to recapitalize, incur additional debt and take a number of other actions are not limited by the terms of the Exchange Notes and may have important consequences for you as a holder of the Exchange Notes, including making it more difficult for us to satisfy our obligations with respect to the Exchange Notes or negatively affecting the trading value of the Exchange Notes.

Other debt we issue or incur in the future could contain more protections for its holders than the Indenture and the Exchange Notes, including additional covenants and events of default. See “Risk Factors—Risks Related to Debt Financing—We borrow money, which magnifies the potential for loss on amounts invested in us and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for debt service, and result in losses” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Exchange Notes.

The optional redemption provision may materially adversely affect your return on the Exchange Notes.

The Exchange Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Exchange Notes at times when prevailing interest rates are lower than the interest rate paid on the Exchange Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Exchange Notes being redeemed.

There is currently no public market for the Exchange Notes. If an active trading market for the Exchange Notes does not develop or is not maintained, you may not be able to sell them.

The Exchange Notes are a new issue of debt securities for which there currently is no trading market. We do not currently intend to apply for listing of the Exchange Notes on any securities exchange or for quotation of the Exchange Notes on any automated dealer quotation system. If no active trading market develops, you may not be able to resell your Exchange Notes at their fair market value or at all. If the Exchange Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. Certain of the initial purchasers in the private offerings of the outstanding Restricted Notes have advised us that they intend to make a market in the Exchange Notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the Exchange Notes, and they may discontinue their market-making activities at any time without notice. Accordingly, we cannot assure you that an active and liquid trading market will develop or continue for the Exchange Notes, that you will be able to sell your Exchange Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Exchange Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Exchange Notes for an indefinite period of time.

We may not be able to repurchase the Exchange Notes upon a Change of Control Repurchase Event.

We may not be able to repurchase the Exchange Notes upon a Change of Control Repurchase Event because we may not have sufficient funds. Upon a Change of Control Repurchase Event, holders of the Exchange Notes may require us to repurchase for cash some or all of the Exchange Notes at a repurchase price equal to 100% of

 

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the aggregate principal amount of the Exchange Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Our failure to purchase such tendered Exchange Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the Indenture governing the Exchange Notes and a cross-default under the agreements governing certain of our other indebtedness, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness and/or to make the required repurchase of the Exchange Notes. See “Description of the Exchange Notes—Offer to Repurchase Upon a Change of Control Repurchase Event” in this prospectus for additional information.

FATCA withholding may apply to payments to certain foreign entities.

Payments made under the Exchange Notes to a foreign financial institution or non-financial foreign entity (including such an institution or entity acting as an intermediary) may be subject to a U.S. withholding tax of 30% under U.S. Foreign Account Tax Compliance Act provisions of the Code (commonly referred to as “FATCA”). This withholding tax may apply to certain payments of interest on the Exchange Notes unless the foreign financial institution or non-financial foreign entity complies with certain information reporting, withholding, identification, certification and related requirements imposed by FATCA. You should consult your own tax advisors regarding FATCA and how it may affect your investment in the Exchange Notes.

Risks Related to the Exchange Offer

If you fail to exchange your Restricted Notes, they will continue to be restricted securities and may become less liquid.

Restricted Notes that you do not validly tender or that we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except under an exemption from, or in a transaction not subject to, the 1933 Act and applicable state securities laws. We will issue the Exchange Notes in exchange for the Restricted Notes in the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures for Tendering Restricted Notes.” Because we anticipate that most holders of the Restricted Notes will elect to exchange their outstanding Restricted Notes, we expect that the liquidity of the market for the Restricted Notes remaining after the completion of the exchange offer will be substantially limited, which may have an adverse effect upon and increase the volatility of the market price of the outstanding Restricted Notes. Any Restricted Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the outstanding Restricted Notes at maturity. Further, following the exchange offer, if you did not exchange your Restricted Notes, you generally will not have any further registration rights, and Restricted Notes will continue to be subject to certain transfer restrictions.

Broker-dealers may need to comply with the registration and prospectus delivery requirements of the 1933 Act.

Any broker-dealer that (1) exchanges its Restricted Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes or (2) resells Exchange Notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the 1933 Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the Exchange Notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the 1933 Act.

 

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You may not receive the Exchange Notes in the exchange offer if the exchange offer procedures are not validly followed.

We will issue the Exchange Notes in exchange for your Restricted Notes only if you validly tender such Restricted Notes before expiration of the exchange offer. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of the Restricted Notes for exchange. If you are the beneficial holder of Restricted Notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such Restricted Notes in the exchange offer, you should promptly contact the person through whom your Restricted Notes are held and instruct that person to tender the Restricted Notes on your behalf.

 

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Exchange Notes pursuant to the exchange offer. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange a like principal amount of Restricted Notes, the terms of which are substantially identical to the Exchange Notes. The Restricted Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the Exchange Notes will not result in any change in our capitalization. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents we incorporate by reference herein, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this prospectus, including the documents incorporated by reference herein, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, are excluded from the safe harbor protection provided by Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

 

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our future operating results;

 

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our business prospects and the prospects of the companies in which we may invest;

 

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the impact of the investments that we expect to make;

 

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our ability to raise sufficient capital to execute our investment strategy;

 

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the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine;

 

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general economic, logistical and political trends and other external factors, including the impact of the uncertainty of the duration and severity of the current novel coronavirus (“COVID-19”) pandemic, related COVID-19 variants and recent supply chain disruptions;

 

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the ability of our portfolio companies to achieve their objectives;

 

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our current and expected financing arrangements and investments;

 

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changes in the general interest rate environment;

 

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the adequacy of our cash resources, financing sources and working capital;

 

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the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

 

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our contractual arrangements and relationships with third parties;

 

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actual and potential conflicts of interest with the Adviser or any of its affiliates;

 

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the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we may invest;

 

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the dependence of our future success on the general economy and its effect on the industries in which we may invest;

 

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the effect of investments that we expect to make and the competition for those investments;

 

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our use of financial leverage, including the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital on favorable terms or at all;

 

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our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

 

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the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

 

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the impact of any future acquisitions and divestitures;

 

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the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

 

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general price and volume fluctuations in the stock market;

 

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our ability to maintain our qualification as a regulated investment company and as a business development company (“BDC”);

 

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the impact on our business of U.S. and international financial reform legislation, rules and regulations;

 

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the effect of changes to tax legislation and our tax position; and

 

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the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in this prospectus and in the documents we incorporate by reference.

Discussions containing these forward-looking statements may be found in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Form 10-Q of the Company, as well as any amendments filed with the SEC. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties in the sections titled “Risk Factors” in this prospectus, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the Company’s subsequent Quarterly Reports on Form 10-Q. These projections and forward-looking statements apply only as of the date of this prospectus. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law.

 

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We issued (a) $365,000,000 aggregate principal amount of the 1.750% Restricted Notes in a transaction not requiring registration under the 1933 Act on September 15, 2021; (b) $500,000,000 aggregate principal amount of the 2.350% Restricted Notes in a transaction not requiring registration under the 1933 Act on November 22, 2021; (c) $500,000,000 aggregate principal amount of the 2.700% Restricted Notes in a transaction not requiring registration under the 1933 Act on January 18, 2021; (d) $900,000,000 aggregate principal amount of the 4.700% Restricted Notes in a transaction not requiring registration under the 1933 Act on March 24, 2022; (e) $900,000,000 aggregate principal amount of the 2.625% Restricted Notes in a transaction not requiring registration under the 1933 Act on September 15, 2021; (f) $1,000,000,000 aggregate principal amount of the 3.250% Restricted Notes in a transaction not requiring registration under the 1933 Act on November 22, 2021; and (g) $650,000,000 aggregate principal amount of the 4.000% Restricted Notes in a transaction not requiring registration under the 1933 Act on January 18, 2021.

The 1.750% Restricted Notes were issued, and the 1.750% Exchange Notes will be issued, pursuant to a base indenture dated as of September 15, 2021 (the “Base Indenture”), and the first supplemental indenture, dated as of September 15, 2021, to the Base Indenture (the “First Supplemental Indenture”) between us and U.S. Bank Trust Company, as Trustee (the “Trustee”). The 2.350% Restricted Notes were issued, and the 2.350% Exchange Notes will be issued, pursuant to the Base Indenture and the fourth supplemental indenture, dated as of November 22, 2021, to the Base Indenture (the “Fourth Supplemental Indenture”) between us and the Trustee. The 2.700% Restricted Notes were issued, and the 2.700% Exchange Notes will be issued, pursuant to the Base Indenture and the sixth supplemental indenture, dated as of January 18, 2022, to the Base Indenture (the “Sixth Supplemental Indenture”) between us and the Trustee. The 4.700% Restricted Notes were issued, and the 4.700% Exchange Notes will be issued, pursuant to the Base Indenture and the eighth supplemental indenture, dated as of March 24, 2022, to the Base Indenture (the “Eighth Supplemental Indenture”) between us and the Trustee. The 2.625% Restricted Notes were issued, and the 2.625% Exchange Notes will be issued, pursuant to the Base Indenture and the second supplemental indenture, dated as of September 15, 2021, to the Base Indenture (the “Second Supplemental Indenture”) between us and the Trustee. The 3.250% Restricted Notes were issued, and the 3.250% Exchange Notes will be issued, pursuant to the Base Indenture and the fifth supplemental indenture, dated as of November 22, 2021, to the Base Indenture (the “Fifth Supplemental Indenture”) between us and the Trustee. The 4.000% Restricted Notes were issued, and the 4.000% Exchange Notes will be issued, pursuant to the Base Indenture and the seventh supplemental indenture, dated as of January 18, 2022, to the Base Indenture (the “Seventh Supplemental Indenture,” and collectively with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”) between us and the Trustee.

In connection with such Restricted Notes issuances, we entered into registration rights agreements, which require that we file this registration statement under the 1933 Act with respect to the Exchange Notes to be issued in the exchange offer and, upon the effectiveness of this registration statement, offer to you the opportunity to exchange your Restricted Notes for a like principal amount of Exchange Notes.

Under each registration rights agreement, we agreed, for the benefit of the holders of the Restricted Notes, to use commercially reasonable efforts to:

 

•

file the Exchange Offer Registration Statement with respect to a registered offer to exchange the Restricted Notes for the Exchange Notes having terms substantially identical to the Restricted Notes being exchanged, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of additional interest in the event of a registration default;

 

•

cause the Exchange Offer Registration Statement to become effective and continuously effective, supplemented and amended, for a period ending on the earlier of (i) 180 days from the date on which

 

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the Exchange Offer Registration Statement becomes or is declared effective and (ii) the date on which a broker-dealer registered under the 1933 Act is no longer required to deliver a prospectus in connection with market-making or other trading activities; and

 

•

cause the exchange offer to be consummated on the earliest practicable date after the Exchange Offer Registration Statement has become or been declared effective, but in no event later than 365 days after the initial issuance of the Restricted Notes (or if such 365th day is not a business day, the next succeeding business day).

We also agreed to keep the Exchange Offer Registration Statement effective for not less than the minimum period required under applicable federal and state securities laws to consummate the exchange offer; provided, however, that in no event shall such period be less than 20 business days after the commencement of the exchange offer. If there is a Registration Default, the interest rate borne by the affected series of Restricted Notes will increase by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum. Additional Interest due pursuant to Registration Defaults will be paid in cash on the relevant interest payment date to holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Restricted Notes, the interest rate borne by the Restricted Notes will be reduced to the original interest rate borne by Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Restricted Notes will again be increased pursuant to the foregoing provisions.

If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective.

The Exchange Notes will be issued without a restrictive legend, and except as set forth below, you may resell or otherwise transfer them without registration under the 1933 Act. After we complete the exchange offer, our obligation to register the exchange of Exchange Notes for Restricted Notes will terminate. A copy of each registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties unrelated to us, including Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993), subject to the limitations described in the succeeding three paragraphs, we believe that you may resell or otherwise transfer the Exchange Notes issued to you in the exchange offer without compliance with the registration and prospectus delivery requirements of the 1933 Act. Our belief, however, is based on your representations to us that:

 

•

you are acquiring the Exchange Notes in the ordinary course of your business;

 

•

you are not engaging in and do not intend to engage in a distribution of the Exchange Notes;

 

•

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;

 

•

you are not our “affiliate” as that term is defined in Rule 405 under the 1933 Act;

 

•

you are not a broker-dealer tendering Restricted Notes acquired directly from us for your own account; and

 

•

you are not acting on behalf of any person that could not truthfully make these representations.

If you cannot make the representations described above, you may not participate in the exchange offer, you may not rely on the staff’s interpretations discussed above, and you must, in the absence of an exemption therefrom, comply with registration and the prospectus delivery requirements of the 1933 Act in order to resell your Restricted Notes.

 

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Each broker-dealer that receives Exchange Notes for its own account in the exchange offer for Restricted Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the 1933 Act in connection with any resale or other transfer of the Exchange Notes received in the exchange offer. See “Plan of Distribution.”

We have not asked the staff for a no-action letter in connection with the exchange offer, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer.

If you are not eligible to participate in the exchange offer, you can elect to have your Restricted Notes registered for resale on a “shelf” registration statement pursuant to Rule 415 under the 1933 Act. In the event that we are obligated to file a shelf registration statement, we will be required to use commercially reasonable efforts to keep the shelf registration statement effective for so long as such Restricted Notes remain registrable securities under the applicable registration rights agreement. Other than as set forth in this paragraph, you will not have the right to require us to register your Restricted Notes under the 1933 Act. See “—Procedures for Tendering Restricted Notes.”

Consequences of Failure to Exchange

If you do not participate or validly tender your Restricted Notes in the exchange offer:

 

•

you will retain your Restricted Notes that are not registered under the 1933 Act and they will continue to be subject to restrictions on transfer that are described in the legend on the Restricted Notes;

 

•

you will not be able to require us to register your Restricted Notes under the 1933 Act unless, as set forth above, you do not receive freely tradable Exchange Notes in the exchange offer or are not eligible to participate in the exchange offer, and we are obligated to file a shelf registration statement;

 

•

you will not be able to resell or otherwise transfer your Restricted Notes unless they are registered under the 1933 Act or unless you offer to resell or transfer them pursuant to an exemption under the 1933 Act; and

 

•

the trading market for your Restricted Notes will become more limited to the extent that other holders of Restricted Notes participate in the exchange offer.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any and all Restricted Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of the Exchange Notes in exchange for each $1,000 principal amount of the Restricted Notes accepted in the exchange offer. You may tender some or all of your Restricted Notes pursuant to the exchange offer; however, Restricted Notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Exchange Notes issued to you in the exchange offer will be delivered by credit to the accounts at DTC of the applicable DTC participants.

The form and terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of additional interest in the event of a registration default. In addition, the Exchange Notes will bear a different CUSIP number than the Restricted Notes (except for Restricted Notes sold pursuant to the shelf registration statement described above). The Exchange Notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the Restricted Notes.

As of the date of this prospectus, $365,000,000 aggregate principal amount of the 1.750% Restricted Notes, $500,000,000 aggregate principal amount of the 2.350% Restricted Notes, $500,000,000 aggregate principal

 

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amount of the 2.700% Restricted Notes, $900,000,000 aggregate principal amount of the 4.700% Restricted Notes, $900,000,000 aggregate principal amount of the 2.625% Restricted Notes, $1,000,000,000 aggregate principal amount of the 3.250% Restricted Notes and $650,000,000 aggregate principal amount of 4.000% Restricted Notes are outstanding and registered in the name of Cede & Co., as nominee for DTC. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the Restricted Notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered Restricted Notes if and when we have given oral (any such oral notice to be promptly confirmed in writing) or written notice of our acceptance to U.S. Bank Trust Company, National Association, the exchange agent for the exchange offer. The exchange agent will act as our agent for the purpose of receiving from us the Exchange Notes for the tendering noteholders. If we do not accept any tendered Restricted Notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return such Restricted Notes by credit to the accounts at DTC of the applicable DTC participants, without expense, to the tendering noteholder as promptly as practicable after the expiration date of the exchange offer.

You will not be required to pay brokerage commissions or fees or transfer taxes, except as set forth under “—Transfer Taxes,” with respect to the exchange of your Restricted Notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extension; Amendment

The expiration date for the exchange offer will be 5:00 p.m., New York City time, on,                    2022, unless we determine, in our sole discretion, to extend the exchange offer, in which case it will expire at the later date and time to which it is extended. We do not currently intend to extend the exchange offer, however, although we reserve the right to do so. If we extend the exchange offer, we may delay acceptance of any Restricted Notes by giving oral (any such oral notice to be promptly confirmed in writing) or written notice of the extension to the exchange agent and give each registered holder of Restricted Notes notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled expiration date.

We also reserve the right, in our sole discretion:

 

•

to accept tendered Restricted Notes upon the expiration of the exchange offer, and extend the exchange offer with respect to untendered Restricted Notes;

 

•

subject to applicable law, to delay accepting any Restricted Notes, to extend the exchange offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions set forth under “—Conditions” have not been satisfied or waived, to terminate the exchange offer by giving oral (any such oral notice to be promptly confirmed in writing) or written notice of such delay or termination to the exchange agent; or

 

•

to amend or waive the terms and conditions of the exchange offer in any manner by complying with Rule 14e-l(d) under the Exchange Act, to the extent that rule applies.

We will notify you as promptly as we can of any extension, termination or amendment. In addition, we acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to issue the Exchange Notes, or return the Restricted Notes tendered for exchange, promptly after the termination or withdrawal of the exchange offer.

 

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Procedures for Tendering Restricted Notes

The Restricted Notes are represented by global securities without interest coupons in fully registered form, registered in the name of Cede & Co., as nominee for DTC. Beneficial interests in the global securities are held by direct or indirect participants in DTC through certificateless depositary interests and are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants. You are not entitled to receive certificated Restricted Notes in exchange for your beneficial interest in these global securities except in limited circumstances described in “Description of the Exchange Notes—Book-Entry System.”

Accordingly, you must tender your Restricted Notes pursuant to DTC’s ATOP procedures. As the DTC’s ATOP system is the only method of processing exchange offers through DTC, you must instruct a participant in DTC to transmit to the exchange agent on or prior to the expiration date for the exchange offer a computer-generated message transmitted by means of the ATOP system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal, instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent. To tender Restricted Notes through the ATOP system, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, the letter of transmittal, including the representations to us described above under “—Purpose and Effect of the Exchange Offer,” and be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

If you hold Restricted Notes through a broker, dealer, commercial bank, trust company, other financial institution or other nominee, each referred to herein as an “intermediary,” and you wish to tender your Restricted Notes, you should contact such intermediary promptly and instruct such intermediary to tender on your behalf. So long as the Restricted Notes are in book-entry form represented by global securities, Restricted Notes may only be tendered by your intermediary pursuant to DTC’s ATOP procedures.

If you tender a Restricted Note and you do not properly withdraw the tender prior to the expiration date, you will have made an agreement with us to participate in the exchange offer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Restricted Notes. Our determination will be final and binding. We reserve the absolute right to reject any and all Restricted Notes not validly tendered or any Restricted Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to certain Restricted Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

You must cure any defects or irregularities in connection with tenders of your Restricted Notes within the time period that we determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of Restricted Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your Restricted Notes will be returned to you unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration of the exchange offer, if:

 

•

you invalidly tender your Restricted Notes;

 

•

you have not cured any defects or irregularities in your tender; and

 

•

we have not waived those defects, irregularities or invalid tender.

 

•

In addition, we reserve the right in our sole discretion to:

 

•

purchase or make offers for, or offer Exchange Notes for, any Restricted Notes that remain outstanding subsequent to the expiration of the exchange offer;

 

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•

terminate the exchange offer; and

 

•

to the extent permitted by applicable law, purchase Restricted Notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases of or offers for Restricted Notes could differ from the terms of the exchange offer.

In all cases, the issuance of Exchange Notes for Restricted Notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of a timely book-entry confirmation of your Restricted Notes into the exchange agent’s account at DTC, a computer-generated message instead of the Letter of Transmittal, and all other required documents. If any tendered Restricted Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if Restricted Notes are submitted for a greater principal amount than you indicate your desire to exchange, the unaccepted or non-exchanged Restricted Notes, or Restricted Notes in substitution therefor, will be returned without expense to you by credit to the accounts at DTC of the applicable DTC participant, as promptly as practicable after rejection of tender or the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the Restricted Notes at DTC for purposes of the exchange offer after the date of this prospectus, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of Restricted Notes being tendered by causing DTC to transfer such Restricted Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Any DTC participant wishing to tender Restricted Notes in the exchange offer (whether on its own behalf or on behalf of the beneficial owner of Restricted Notes) should transmit its acceptance to DTC sufficiently far in advance of the expiration of the exchange offer so as to permit DTC to take the following actions prior to 5:00 p.m., New York City time, on the expiration date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Restricted Notes into the exchange agent’s account at DTC and then send to the exchange agent a confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include a confirmation that such DTC participant acknowledges and agrees (on behalf of itself and on behalf of any beneficial owner of the applicable Restricted Notes) to be bound by the letter of transmittal. All of the foregoing, together with any other required documents, must be delivered to and received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

No Guaranteed Delivery Procedures

Guaranteed delivery procedures are not available in connection with the exchange offer.

Withdrawal Rights

You may withdraw tenders of your Restricted Notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For your withdrawal to be effective, the exchange agent must receive an electronic ATOP transmission of the notice of withdrawal at its address set forth below under “—Exchange Agent,” prior to 5:00 p.m., New York City time, on the expiration date.

The notice of withdrawal must:

 

•

specify the name and DTC account number of the DTC participant that tendered such Restricted Notes;

 

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•

specify the principal amount of Restricted Notes to be withdrawn;

 

•

specify the name and account number of the DTC participant to which the withdrawn Restricted Notes should be credited; and

 

•

contain a statement that the holder is withdrawing its election to have the Restricted Notes exchanged.

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any Restricted Notes that have been withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Restricted Notes that have been tendered for exchange but that are withdrawn and not exchanged will be returned by credit to the account at DTC of the applicable DTC participant without cost as soon as practicable after withdrawal. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “—Procedures for Tendering Restricted Notes” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

No Appraisal or Dissenters’ Rights

You do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Conditions

Notwithstanding any other provision of the exchange offer, and subject to our obligations under the related registration rights agreement, we will not be required to accept for exchange, or to issue Exchange Notes in

exchange for, any Restricted Notes and may terminate or amend the exchange offer, if at any time before the acceptance of any Restricted Notes for exchange any one of the following events occurs:

 

•

any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to complete the exchange offer; or

 

•

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the expiration date of the exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any Restricted Notes validly tendered, and no Exchange Notes will be issued in exchange for any tendered Restricted Notes, if, at the time the Restricted Notes are tendered, any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

The exchange offer is not conditioned on any minimum principal amount of Restricted Notes being tendered for exchange.

 

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Exchange Agent

We have appointed U.S. Bank Trust Company, National Association as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus, the Letter of Transmittal and other related documents should be directed to the exchange agent addressed as follows:

U.S. Bank Trust Company, National Association, as Exchange Agent

By Registered or Certified Mail, Overnight Delivery on or before

5:00 p.m. New York City Time on the Expiration Date:

U.S. Bank Trust Company, National Association

Attn: Corporate Actions

111 Fillmore Avenue

St. Paul, MN 55107-1402

For Information or Confirmation by Telephone Call:

(800) 934-6802

By Email or Facsimile Transmission (for Eligible Institutions only):

Email: [email protected]

Facsimile: (651) 466-7367

DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The exchange agent also acts as the Trustee under the Indenture.

Fees and Expenses

We will not pay brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail. Additional solicitations, however, may be made in person, by email or by telephone by our officers and employees.

We will pay the estimated cash expenses to be incurred in connection with the exchange offer. These are estimated in the aggregate to be approximately $800,000, which includes fees and expenses of the exchange agent and accounting, legal, printing and related fees and expenses.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your Restricted Notes unless Exchange Notes are to be registered in the name of, or Restricted Notes (or any portion thereof) not tendered or not accepted in the exchange offer are to be returned to, a person other than the registered tendering holder of the Restricted Notes, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax. In addition, tendering holders will be responsible for any transfer tax imposed for any reason other than the transfer of Restricted Notes to, or upon the order of, the Company pursuant to the exchange offer.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the Exchange Notes under generally accepted accounting principles in the United States of America (“GAAP”).

 

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DESCRIPTION OF THE EXCHANGE NOTES

We issued the 1.750% Restricted Notes, and will issue the 1.750% Exchange Notes, under the Base Indenture and the First Supplemental Indenture. We issued the 2.350% Restricted Notes, and will issue the 2.350% Exchange Notes, under the Base Indenture and the Fourth Supplemental Indenture. We issued the 2.700% Restricted Notes, and will issue the 2.700% Exchange Notes, under the Base Indenture and the Sixth Supplemental Indenture. We issued the 4.700% Restricted Notes, and will issue the 4.700% Exchange Notes, under the Base Indenture and the Eighth Supplemental Indenture. We issued the 2.625% Restricted Notes, and will issue the 2.625% Exchange Notes, under the Base Indenture and the Second Supplemental Indenture. We issued the 3.250% Restricted Notes, and will issue the 3.250% Exchange Notes, under the Base Indenture and the Fifth Supplemental Indenture. We issued the 4.000% Restricted Notes, and will issue the 4.000% Exchange Notes, under the Base Indenture and the Fifth Supplemental Indenture. The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part, because it, and not this description, defines your rights as holders of the Notes.

Capitalized terms used but not otherwise defined herein will have the meanings given to them in the Notes or the Indenture, as applicable.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

General

The Restricted Notes are, and the Exchange Notes will be, our general senior unsecured obligations ranking equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The 1.750% Notes, 2.350% Notes, 2.700% Notes, 4.700% Notes, 2.625% Notes, 3.250% Notes and 4.000% Notes will mature on September 15, 2024, November 22, 2024, January 15, 2025, March 24, 2025, December 15, 2026, March 15, 2027 and January 15, 2029, respectively, unless previously redeemed or repurchased in full by us as provided below under “—Optional Redemption” or “—Offer to Repurchase Upon a Change of Control Repurchase Event.” The Exchange Notes and the Restricted Notes that remain outstanding after the exchange offer will be a single series under the Indenture.

The 1.750% Restricted Notes bear, and the 1.750% Exchange Notes will bear, cash interest at the rate of 1.750% per annum from September 15, 2021, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each March 15 and September 15, commencing March 15, 2021 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding March 1 and September 1 (whether or not a business day), respectively.

The 2.350% Restricted Notes bear, and the 2.350% Exchange Notes will bear, cash interest at the rate of 2.350% per annum from November 22, 2022, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each May 22 and November 22, commencing May 22, 2022 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding May 7 and November 7 (whether or not a business day), respectively.

The 2.700% Restricted Notes bear, and the 2.700% Exchange Notes will bear, cash interest at the rate of 2.700% per annum from January 18, 2022, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each January 15 and July 15, commencing July 15, 2022 (if an

 

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interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding January 1 and July 1 (whether or not a business day), respectively.

The 4.700% Restricted Notes bear, and the 4.700% Exchange Notes will bear, cash interest at the rate of 4.700% per annum from March 24, 2022, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each March 24 and September 24, commencing September 24, 2022 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding March 9 and September 9 (whether or not a business day), respectively.

The 2.625% Restricted Notes bear, and the 2.625% Exchange Notes will bear, cash interest at the rate of 2.625% per annum from September 15, 2021, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each June 15 and December 15, commencing June 15, 2022 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding June 1 and December 1 (whether or not a business day), respectively.

The 3.250% Restricted Notes bear, and the 3.250% Exchange Notes will bear, cash interest at the rate of 3.250% per annum from November 22, 2021, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each March 15 and September 15, commencing March 15, 2022 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding March 1 and September 1 (whether or not a business day), respectively.

The 4.000% Restricted Notes bear, and the 4.000% Exchange Notes will bear, cash interest at the rate of 4.000% per annum from January 18, 2022, to the stated maturity or date of earlier redemption. Interest on the Notes will be payable semi-annually in arrears on each January 15 and July 15, commencing July 15, 2022 (if an interest payment date falls on a day that is not a business day, then the applicable interest payment will be made on the next succeeding business day and no additional interest will accrue as a result of such delayed payment), to the persons in whose names such notes were registered at the close of business on the immediately preceding January 1 and July 1 (whether or not a business day), respectively.

Interest payments in respect of the Notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the date of issue, if no interest has been paid or duly provided for with respect to the Notes), to, but excluding, the applicable interest payment date or stated maturity date or date of early redemption, as the case may be. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If an interest payment date or the stated maturity date or date of early redemption of the Notes falls on a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close, the required payment due on such date will instead be made on the next business day. No further interest will accrue as a result of such delayed payment.

We issued the 1.750 Restricted Notes, 2.350% Restricted Notes, 2.700% Restricted Notes, 4.700% Restricted Notes, 2.625% Restricted Notes, 3.250% Restricted Notes and 4.000% Restricted Notes initially in an aggregate principal amount of $365.0 million, $500.0 million, $500.0 million, $900.0 million $900.0 million,

 

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$1,000.0 million and $650.0 million, respectively, in each case. The Indenture does not limit the aggregate principal amount of the debt securities which we may issue thereunder and provides that we may issue debt securities thereunder from time to time in one or more series. We may, without the consent of the holders of the Notes, issue additional Notes (in any such case, other than any Exchange Notes, “Additional Notes”) under the Indenture with the same ranking and the same interest rate, maturity and other terms as the Notes of a series; provided that, if such Additional Notes are not fungible with the Notes of the applicable series (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes will have different CUSIP numbers from the Notes of such series (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes of a series will constitute a single series under the Indenture and all references to the relevant Notes herein will include the Additional Notes unless the context otherwise requires.

We do not intend to list the Notes on any securities exchange or any automated dealer quotation system.

The Notes will be issued only in fully registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by us or the security registrar) or exchanged for other notes (containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount) at the office or agency maintained by us for such purposes (initially the corporate trust office of the Trustee). Such transfer or exchange will be made without service charge, but we may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. Prior to the due presentment of a Note for registration of transfer, we, the Trustee and any other agent of ours or the Trustee may treat the registered holder of each Note as the owner of such Note for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever.

The Indenture does not contain any provisions that would limit our ability to incur unsecured indebtedness or that would afford holders of the Notes protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or the credit rating of the Notes.

The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure repayment of the Notes at maturity). As a result, our ability to repay the Notes at maturity will depend on our financial condition on the date that we are required to repay the Notes.

Optional Redemption

We may redeem some or all of the Notes at any time, or from time to time. If we choose to redeem any Notes prior to maturity, we will pay a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date:

 

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100% of the principal amount of the Notes to be redeemed, or

 

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the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed through the Par Call Date, if applicable, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points and accrued and unpaid interest, if any, to, but excluding, the redemption date in the case of the 1.750% Notes, 2.350% Notes, 2.700% Notes; plus 30 basis points and accrued and unpaid interest, if any, to, but excluding, the redemption date in the case of the 2.625% Notes; plus 35 basis points and accrued and unpaid interest, if any, to, but excluding, the redemption date in the case of the 3.250% Notes; and plus 40 basis points and accrued and unpaid interest, if any, to, but excluding, the redemption date in the case of the 4.000% Notes and 4.700% Notes.

 

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Notwithstanding the foregoing, at any time on or after the Par Call Date, if applicable, we may redeem some or all of the Notes at any time, or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus, in each case, accrued and unpaid interest, if any, to, but excluding the redemption date.

If we choose to redeem any Notes, we will deliver a notice of redemption to holders of the Notes to be redeemed not less than 15 (or 10, in the case of the 2.700% Notes, 4.700% Notes and 4.000% Notes) nor more than 60 days before the redemption date. If we are redeeming less than all of the Notes, the particular Notes to be redeemed will be selected in accordance with the applicable procedures of the Trustee and, so long as the Notes are registered to DTC or its nominee, the DTC; provided, however, that no such partial redemption will reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.

For purposes of calculating the redemption price in connection with the redemption of the Notes, on any redemption date, the following terms have the meanings set forth below:

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third business day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The redemption price and the Treasury Rate will be determined by us.

With respect to the 2.700%, 4.700% Notes and 4.000% Notes, “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the maturity date of the Notes (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the maturity date of the Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the maturity date of the Notes, as applicable. If there is no United States Treasury security maturing on the maturity date of the Notes but there are two or more United States

 

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Treasury securities with a maturity date equally distant from the maturity date of the Notes, one with a maturity date preceding the maturity date of the Notes and one with a maturity date following the maturity date of the Notes, the Company shall select the United States Treasury security with a maturity date preceding the maturity date of the Notes. If there are two or more United States Treasury securities maturing on the maturity date of the Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Notes Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes (assuming the Notes matured on the applicable Par Call Date, if applicable) to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed.

With respect to the 2.625% Notes, 3.250% Notes and 4.000% Notes, “Par Call Date” means (a) for the 2.625% Notes, November 15, 2026, which is the date that is one month prior to the maturity date of the 2.625% Notes, (b) for the 3.250% Notes, February 15, 2027, which is the date that is one month prior to the maturity date of the 3.250% Notes, and (c) for the 4.000% Notes, November 15, 2028, which is the date that is two months prior to the maturity date of the 4.000% Notes.

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Quotation Agent” means a Reference Treasury Dealer selected by us.

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Reference Treasury Dealer” means, with respect to the 2.125% Notes, each of (1) Citigroup Global Markets Inc., (2) Goldman Sachs & Co. LLC, (3) Wells Fargo Securities, LLC and (4) a primary U.S. government securities dealer selected by us; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will select another Primary Treasury Dealer; and, with respect to the 2.850% Notes, each of (1) Citigroup Global Markets Inc., (2) J.P. Morgan Securities, LLC, (3) RBC Capital Markets, LLC, (4) Wells Fargo Securities, LLC and (5) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc.; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, we will select another Primary Treasury Dealer.

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third business day preceding such redemption date.

 

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With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes, all determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the redemption price will be final and binding absent manifest error.

Offer to Repurchase Upon a Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the Notes in full, we will make an offer to each holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of that holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control, but after the public announcement of the Change of Control, we will mail a notice to each holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice will, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 promulgated under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder, we will, to the extent lawful:

(1)    accept for payment all Notes or portions of Notes properly tendered pursuant to our offer;

(2)    deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

(3)    deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by us.

The paying agent will promptly remit to each holder of Notes properly tendered the purchase price for the Notes, and upon receipt of the written instruction, the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a Exchange Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each Exchange Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all Notes properly tendered and not withdrawn under its offer.

The source of funds that will be required to repurchase Notes in the event of a Change of Control Repurchase Event will be our available cash or cash generated from our operations or other potential sources, including funds provided by a purchaser in the Change of Control transaction, borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any

 

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Change of Control Repurchase Event to make required repurchases of Notes tendered. The terms of certain of our and our subsidiaries’ financing arrangements provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under our and our subsidiaries’ financing arrangements at that time and to terminate the financing arrangements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial

Condition, Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for a general discussion of our and our subsidiaries’ indebtedness. Our and our subsidiaries’ future financing arrangements may contain similar restrictions and provisions. If the holders of the Notes exercise their right to require us to repurchase Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our and our subsidiaries’ future financing arrangements, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Notes and/or our and our subsidiaries’ other debt. See “Risk Factors—Risks Related to the Exchange Notes—We may not be able to repurchase the Notes upon a Change of Control Repurchase Event” in this prospectus for more information.

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase the Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries taken as a whole to another person or group may be uncertain.

For purposes of the Exchange Notes:

“Below Investment Grade Rating Event” means the Notes are downgraded below Investment Grade by the sole Rating Agency (in the case of the 1.750% Notes, 2.350% Notes, 2.625% Notes and 3.250% Notes) or both of the Rating Agencies (in the case of the 2.700% Notes, 4.700% Notes and 4.000% Notes) on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period will be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control will have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

(1)    the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of Blackstone Private Credit Fund and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries will not be deemed to be any such sale, lease, transfer, conveyance or disposition;

(2)    the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act)

 

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(other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or

(3)    the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.

“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

“Controlled Subsidiary” means any subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Investment Grade” means (a) in the case of the 1.750% Notes, 2.350% Notes, 2.625% Notes and 3.250% Notes, a rating of BBB- or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) (or the equivalent investment grade credit rating from any Rating Agency selected by the Company as a Rating Agency); or (b) in the case of the 2.700% Notes, 4.700% Notes and 4.000% Notes, a rating of BBB- or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P)(or, in case case, if such Rating Agency ceases to make a rating of the applicable Notes publicly available for reasons outside of the Company’s control, the equivalent investment grader credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

With respect to all Notes, “Moody’s” means Moody’s Investors Service or any successor thereto.

“Permitted Holders” means (i) us, (ii) one or more of our Controlled Subsidiaries and (iii) the Adviser, any affiliate of the Adviser or any entity that is managed by the Adviser that is organized under the laws of a jurisdiction located in the United States and in the business of managing or advising clients.

“Rating Agency” means:

With respect to all Notes other than the 2.700% Notes, 4.700% Notes and 4.000% Notes:

(1)    Moody’s; and

(2)    if Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by us as a replacement agency for Moody’s.

With respect to the 2.700% Notes, 4.700% Notes and 4.000% Notes:

(1)    one or both of Moody’s and S&P; and

(2)    if both Moody’s & S&P cease to rate the Notes or fail to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by us as a replacement agency for either of Moody’s or S&P, as the case may be.

With respect to the 2.700% Notes, 4.700% Notes and 4.000% Notes, “S&P” means S&P’s Global Ratings Services, or any successor thereto.

 

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“Voting Stock” as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

Covenants

In addition to the covenants described in the Base Indenture, the following covenants will apply to the Notes. To the extent of any conflict or inconsistency between the Base Indenture and the following covenants, the following covenants will govern:

Merger, Consolidation or Sale of Assets

The Indenture will provide that we will not merge or consolidate with or into any other person (other than a merger of a wholly owned subsidiary into us), or sell, transfer, lease, convey or otherwise dispose of all or substantially all our property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of Blackstone Private Credit Fund or its Controlled Subsidiaries will not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless:

 

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we are the surviving person, or the Surviving Person, or the Surviving Person (if other than us) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made will be a statutory trust, corporation or limited liability company organized and existing under the laws of the United States or any state or territory thereof;

 

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the Surviving Person (if other than us) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes outstanding, and the due and punctual performance and observance of all the covenants and conditions of the Indenture and applicable registration rights agreement to be performed by us;

 

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immediately before and immediately after giving effect to such transaction or series of related transactions, no default or event of default will have occurred and be continuing; and

 

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we will deliver, or cause to be delivered, to the Trustee, an officers’ certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this covenant and that all conditions precedent in the Indenture relating to such transaction have been complied with.

For the purposes of this covenant, the sale, transfer, lease, conveyance or other disposition of all the property of one or more of our subsidiaries, which property, if held by us instead of such subsidiaries, would constitute all or substantially all of our property on a consolidated basis, will be deemed to be the transfer of all or substantially all of our property.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a person. As a result, it may be unclear as to whether the merger, consolidation or sale of assets covenant would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction. Although these types of transactions may be permitted under the Indenture, certain of the foregoing transactions could constitute a Change of Control that results in a Change of Control Repurchase Event permitting each holder to require us to repurchase the Notes of such holder as described above.

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recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such an assumption.

Other Covenants

 

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We agree that for the period of time during which the Notes are outstanding, we will not violate, whether or not we are subject to, Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC.

 

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If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with GAAP, as applicable.

Events of Default

Each of the following will be an event of default:

(1)    default in the payment of any interest upon any Note when due and payable and the default continues for a period of 30 days;

(2)    default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its maturity including upon any redemption date or required repurchase date;

(3)    default by us in the performance, or breach, of any covenant or agreement in the Indenture or the Notes (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in the Indenture specifically dealt with or which has expressly been included in the Indenture solely for the benefit of a series of securities other than the Notes), and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to us by the Trustee or to us and the Trustee by the holders of at least 25% in principal amount of the Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture;

(4)    default by us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X promulgated under the Exchange Act (but excluding any subsidiary which is (a) a non-recourse or limited recourse subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with Blackstone Private Credit Fund for purposes of GAAP), with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or will hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to us by the Trustee or to us and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(5)    pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the 1940 Act, on the last business day of each of 24 consecutive calendar months, any class of securities must have an asset coverage (as such term is used in the 1940 Act and the rules and regulations promulgated thereunder) of less than 100% giving effect to any exemptive relief granted to us by the SEC; or

(6)    certain events of bankruptcy, insolvency, or reorganization involving us occur and remain undischarged or unstayed for a period of 60 days.

 

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If an event of default occurs and is continuing, then and in every such case (other than an event of default specified in item (6) above) the Trustee or the holders of at least 25% in principal amount of the Notes may declare the entire principal amount of the outstanding Notes to be due and payable immediately, by a notice in writing to us (and to the Trustee if given by the holders), and upon any such declaration such principal or specified portion thereof will become immediately due and payable. Notwithstanding the foregoing, in the case of the events of bankruptcy, insolvency or reorganization described in item (6) above, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable.

At any time after a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in principal amount of the outstanding Notes, by written notice to us and the Trustee, may rescind and annul such declaration and its consequences if (i) we have paid or deposited with the Trustee a sum sufficient to pay all overdue installments of interest, if any, on all outstanding Notes, the principal of (and premium, if any, on) all outstanding Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Notes, to the extent that payment of such interest is lawful interest upon overdue installments of interest at the rate or rates borne by or provided for in such Notes, and all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (ii) all events of default with respect to the Notes, other than the nonpayment of the principal of (or premium, if any, on) or interest on such Notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon.

No holder of Notes will have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless:

(i)    such holder has previously given written notice to the Trustee of a continuing event of default with respect to the Notes;

(ii)    the holders of not less than 25% in principal amount of the outstanding Notes have made written request to the Trustee to institute proceedings in respect of such event of default;

(iii)    such holder or holders have offered to the Trustee indemnity, security, or both, satisfactory to the Trustee, against the costs, expenses and liabilities to be incurred in compliance with such request;

(iv)    the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(v)    no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.

Notwithstanding any other provision in the Indenture, the holder of any Note will have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any, on) and interest, if any, on such Note on the stated maturity or maturity expressed in such Note (or, in the case of redemption, on the redemption date or, in the case of repayment at the option of the holders, on the repayment date) and to institute suit for the enforcement of any such payment, and such rights will not be impaired without the consent of such holder.

The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. Subject to the foregoing, the holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes, provided that (i) such direction may not be in conflict with any rule of law or with the

 

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Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iii) the Trustee need not take any action that it determines in good faith may involve it in personal liability or be unjustly prejudicial to the holders of Notes not consenting (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such holders).

The holders of not less than a majority in principal amount of the outstanding Notes may on behalf of the holders of all of the Notes waive any past default under the Indenture with respect to the Notes and its consequences, except a default (i) in the payment of (or premium, if any, on) or interest, if any, on any Note, or (ii) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each outstanding Note affected. Upon any such waiver, such default will cease to exist, and any event of default arising therefrom will be deemed to have been cured, for every purpose, but no such waiver may extend to any subsequent or other default or event of default or impair any right consequent thereto.

We are required to deliver to the Trustee, within 120 days after the end of each fiscal year, an officers’ certificate as to the knowledge of the signers whether we are in default in the performance of any of the terms, provisions or conditions of the Indenture.

Within 90 days after the occurrence of any default under the Indenture with respect to the Notes, the Trustee must transmit notice of such default known to the Trustee, unless such default has been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Note, the Trustee will be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith determines that withholding of such notice is in the interest of the holders of the Notes.

Satisfaction and Discharge; Defeasance

We may satisfy and discharge our obligations under the Indenture by delivering to the security registrar for cancellation all outstanding Notes or by depositing with the Trustee or delivering to the holders, as applicable, after the Notes have become due and payable, or otherwise, moneys sufficient to pay all of the outstanding Notes and paying all other sums payable under the Indenture by us. Such discharge is subject to terms contained in the Indenture.

In addition, the Notes are subject to defeasance and covenant defeasance, in each case, in accordance with the terms of the Indenture.

Trustee

U.S. Bank Trust Company, National Association is the Trustee, security registrar and paying agent. U.S. Bank Trust Company, National Association, in each of its capacities, including without limitation as the Trustee, security registrar and paying agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this document or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information, or for any information provided to it by us, including but not limited to settlement amounts and any other information.

We may maintain banking relationships in the ordinary course of business with the Trustee and its affiliates.

Governing Law

The Indenture provides that it and the Notes will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction.

 

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Book-Entry, Settlement and Clearance

Global Notes

Except as set forth below, Notes will be issued in registered, global form, without interest coupons (the “Global Notes”). The Global Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Exchange Notes will be issued at the closing of this offering only against payment in immediately available funds.

The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC and registered in the name of DTC’s nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to DTC, to a nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered, certificated form (the “Certificated Notes”) except in the limited circumstances described below. See “—Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Book-Entry Procedures for Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

 

•

a limited purpose trust company organized under the laws of the State of New York;

 

•

a “banking organization” within the meaning of the New York State Banking Law;

 

•

a member of the Federal Reserve System;

 

•

a “clearing corporation” within the meaning of the Uniform Commercial Code; and

 

•

a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

Euroclear and Clearstream hold securities for participating organizations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants. Euroclear and Clearstream provide various services to their

 

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participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly.

So long as the Notes are held in global form, Euroclear, Clearstream and/or DTC, as applicable, (or their respective nominees) will be considered the sole holders of Global Notes for all purposes under the Indenture. As such, participants must rely on the procedures of Euroclear, Clearstream and/or DTC and indirect participants must rely on the procedures of Euroclear, Clearstream and/ or DTC and the participants through which they own interests in the Notes, or Book-Entry Interests, in order to exercise any rights of holders under the Indenture.

So long as DTC, Euroclear or Clearstream’s nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the Notes represented by that Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note:

 

•

will not be entitled to have Notes represented by the Global Note registered in their names;

 

•

will not receive or be entitled to receive physical, certificated Notes; and

 

•

will not be considered the owners or holders of the Notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the Indenture.

As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC, Euroclear or Clearstream to exercise any rights of a holder of Notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, Euroclear or Clearstream, on the procedures of the DTC, Euroclear or Clearstream participant through which the investor owns its interest).

Payments of principal and interest with respect to the Notes represented by a Global Note will be made by the Trustee to DTC, Euroclear or Clearstream’s nominee as the registered holder of the Global Note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, Euroclear or Clearstream, or for maintaining, supervising or reviewing any records of DTC, Euroclear or Clearstream relating to those interests.

Payments by participants and indirect participants in DTC, Euroclear or Clearstream to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC, Euroclear or Clearstream.

Transfers between participants in DTC, Euroclear or Clearstream will be effected under DTC, Euroclear or Clearstream’s procedures and will be settled in same-day funds.

Cross-market transfers of beneficial interests in Global Notes between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

 

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Because the settlement of cross-market transfers takes place during New York business hours, DTC participants may employ their usual procedures for sending securities to the applicable DTC participants acting as depositaries for Euroclear and Clearstream. The sale proceeds will be available to the DTC participant seller on the settlement date. Thus, to a DTC participant, a cross-market transaction will settle no differently from a trade between two DTC participants. Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a Global Note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global Note to a DTC participant will be reflected in the account of the Euroclear of Clearstream participant the following business day, and receipt of the cash proceeds in the Euroclear or Clearstream participant’s account will be back-valued to the date on which settlement occurs in New York. DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the Global Notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility or liability for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC, Euroclear or Clearstream identifies as a beneficial owner of the related Notes only if:

 

•

DTC, Euroclear or Clearstream notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days;

 

•

DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or

 

•

an event of default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued in physical, certificated form.

 

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The exchange of Restricted Notes for Exchange Notes in the exchange offer will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of an Exchange Note, the holding period of the Exchange Note will include the holding period of the Restricted Note exchanged therefor and the basis of the Exchange Note will be the same as the basis of the Restricted Note exchanged therefor immediately before the exchange.

In any event, persons considering the exchange of Restricted Notes for Exchange Notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

 

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FINANCIAL HIGHLIGHTS

The following table of financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2021 are derived from our consolidated financial statements, which have been audited by Deloitte & Touche, LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which may be obtained from www.sec.gov or upon request. The Company’s unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 are incorporated by reference herein. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC.

The following are the financial highlights for the year ended December 31, 2021 and three months ended March 31, 2022:

 

		Three Months Ended March 31, 2022												Year Ended December 31, 2021
		Class I				Class S				Class D(6)				Class I				Class S				Class D(6)
Per Share Data:
Net asset value, beginning of period		$	25.93			$	25.93			$	25.93			$	25.00			$	25.00			$	25.59
Net investment income(1)			0.55				0.50				0.54				2.20				1.99				1.46
Net unrealized and realized gain (loss)(2)			(0.14	)			(0.14	)			(0.14	)			0.84				0.84				0.39
Net increase (decrease) in net assets resulting from operations			0.41				0.36				0.40				3.04				2.83				1.85
Distributions from net investment income(3)			(0.52	)			(0.47	)			(0.51	)			(2.09	)			(1.88	)			(1.49	)
Distributions from net realized gains(3)			—				—				—				(0.02	)			(0.02	)			(0.02	)
Net increase (decrease) in net assets from shareholders’ distributions			(0.52	)			(0.47	)			(0.51	)			(2.11	)			(1.90	)			(1.51	)
Early repurchase deduction fees(7)			—				—				—				—				—				—
Total increase (decrease) in net assets			(0.11	)			(0.11	)			(0.11	)			0.93				0.93				0.34
Net asset value, end of period		$	25.82			$	25.82			$	25.82			$	25.93			$	25.93			$	25.93
Shares outstanding, end of period			475,287,142				190,961,700				26,986,663				346,591,556				132,425,100				16,814,460
Total return based on NAV(4)			1.60	%			1.39	%			1.54	%			12.56	%			11.64	%			7.43	%

 

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		Three Months Ended March 31, 2022												Year Ended December 31, 2021
		Class I				Class S				Class D(6)				Class I				Class S				Class D(6)
Ratios:
Ratio of net expenses to average net assets(5)			5.19	%			6.06	%			5.44	%			4.77	%			5.85	%			5.71	%
Ratio of net investment income to average net assets(5)			8.68	%			7.82	%			8.42	%			8.61	%			7.81	%			8.31	%
Portfolio turnover rate			2.30	%			2.30	%			2.30	%			29.14	%			29.14	%			29.14	%
Supplemental Data:
Net assets, end of period		$	12,273,986			$	4,931,495			$	696,926			$	8,985,674			$	3,433,213			$	435,933
Asset coverage ratio(8)			193.4	%			193.4	%			193.4	%			170.2	%			170.2	%			170.2	%

 

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)

For the year ended December 31, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.31, $0.38 and $0.15 impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the three months ended March 31, 2022, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.01), $(0.01) and $(0.01) impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the three months ended March 31, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.07 and $0.09 impact, on Class I and Class S respectively, from the effect of the timing of capital transactions

(3)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions.

(4)

Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.

(5)

For the year ended December 31, 2021, amounts are annualized except for organizational costs and management fee and income based incentive fee waivers by the Adviser. For the year ended December 31, 2021, the ratio of total operating expenses to average net assets was 5.36%, 6.29%, and 5.87% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.58%, 0.46% and 0.16% on Class I, Class S and Class D, respectively, of average net assets. For the three months ended March 31, 2022, amounts are annualized except for organizational costs, excise tax and management fee and income based incentive fee waivers by the Adviser. For the three months ended March 31, 2022, the ratio of total operating expenses to average net assets was 5.19%, 6.06%, and 5.44% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.00%, 0.00% and 0.00% on Class I, Class S and Class D, respectively, of average net assets. For the three months ended March 31, 2021, amounts are annualized except for organizational costs. For the three months ended March 31, 2021, the ratio of total operating expenses to average net assets was 4.73% and 5.66%, on Class I and Class S respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 2.72% and 2.66% on Class I and Class S, respectively, of average net assets.

(6)	Class D commenced operations on May 1, 2021.

(7)	The per share amount rounds to less than $0.01 per share.

(8)	Asset coverage calculation includes the Facility Agreement purchase obligation as a senior security.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part I, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 is incorporated herein by reference.

 

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part I, Item 3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 is incorporated herein by reference.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer in exchange for Restricted Notes where such Restricted Notes were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale or other transfer of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such a broker-dealer in connection with resales or other transfers of such Exchange Notes. To the extent any such broker-dealer participates in the exchange offer, we have agreed that, for a period of up to 180 days after the completion of the exchange offer, upon request of such broker-dealer, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resales or other transfers of Exchange Notes, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.

We will not receive any proceeds from any resales or other transfers of Exchange Notes by such broker-dealers. Exchange Notes received by such broker-dealers for their own accounts pursuant to the exchange offer may be resold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any such broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” of the Exchange Notes within the meaning of the 1933 Act, and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the 1933 Act. The accompanying Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” of the Exchange Notes within the meaning of the 1933 Act.

 

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BUSINESS OF THE COMPANY

The information in “Business” in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is incorporated herein by reference.

 

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REGULATION OF THE COMPANY

The information in “Business—Regulation as a Business Development Company” in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is incorporated herein by reference.

 

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SENIOR SECURITIES

Information about the Company’s senior securities is shown as of the dates indicated in the below table. This information about the Company’s senior securities should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as incorporated by reference herein. Deloitte & Touche’s report on the senior securities table as of December 31, 2021 is attached as an exhibit to the registration statement of which this prospectus is a part.

 

Class and Period		Total Amount Outstanding Exclusive of Treasury Securities(1)				Asset Coverage per Unit(2)				Involuntary Liquidating Preference per Unit(3)				Average Market Value per Unit(4)
		($ in millions)
Bard Peak Funding Facility
March 31, 2022 (unaudited)			679				1,934				—				N/A
December 31, 2021			879				1,702								N/A
Castle Peak Funding Facility
March 31, 2022 (unaudited)			1,171				1,934				—				N/A
December 31, 2021			1,172				1,702				—				N/A
Maroon Peak Funding Facility
March 31, 2022 (unaudited)			800				1,934				—				N/A
December 31, 2021			484				1,702				—				N/A
Summit Peak Funding Facility
March 31, 2022 (unaudited)			782				1,934				—				N/A
December 31, 2021			1,643				1,702				—				N/A
Denali Peak Funding Facility
March 31, 2022 (unaudited)			506				1,934				—				N/A
December 31, 2021			668				1,702				—				N/A
Bushnell Peak Funding Facility
March 31, 2022 (unaudited)			395				1,934				—				N/A
December 31, 2021			395				1,702				—				N/A
Granite Peak Funding Facility
March 31, 2022 (unaudited)			198				1,934				—				N/A
December 31, 2021			248				1,702				—				N/A
Middle Peak Funding Facility
March 31, 2022 (unaudited)			721				1,934				—				N/A
December 31, 2021			800				1,702				—				N/A
Bison Peak Funding Facility
March 31, 2022 (unaudited)			1,200				1,934				—				N/A
December 31, 2021			1,321				1,702				—				N/A
Blanca Peak Funding Facility
March 31, 2022 (unaudited)			893				1,934				—				N/A
December 31, 2021			893				1,702				—				N/A
Windom Peak Funding Facility
March 31, 2022 (unaudited)			764				1,934				—				N/A
December 31, 2021			990				1,702				—				N/A

 

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Class and Period		Total Amount Outstanding Exclusive of Treasury Securities(1)				Asset Coverage per Unit(2)				Involuntary Liquidating Preference per Unit(3)				Average Market Value per Unit(4)
		($ in millions)
Monarch Peak Funding Facility
March 31, 2022 (unaudited)			513				1,934				—				N/A
December 31, 2021			567				1,702				—				N/A
Revolving Credit Facility
March 31, 2022 (unaudited)			637				1,934				—				N/A
December 31, 2021			1,144				1,702				—				N/A
2.56% Notes
March 31, 2022 (unaudited)			435				1,934				—				N/A
December 31, 2021			435				1,702				—				N/A
3.27% Notes
March 31, 2022 (unaudited)			400				1,934				—				N/A
December 31, 2021			400				1,702				—				N/A
1.750% Notes
March 31, 2022 (unaudited)			365				1,934				—				N/A
December 31, 2021			365				1,702				—				N/A
2.625% Notes
March 31, 2022 (unaudited)			1,250				1,934				—				N/A
December 31, 2021			1,250				1,702				—				N/A
Eurobonds
March 31, 2022 (unaudited)			570				1,934				—				N/A
December 31, 2021			570				1,702				—				N/A
2.350% Notes
March 31, 2022 (unaudited)			500				1,934				—				N/A
December 31, 2021			500				1,702				—				N/A
3.250% Notes
March 31, 2022 (unaudited)			1,000				1,934				—				N/A
December 31, 2021			1,000				1,702				—				N/A
2.700% Notes
March 31, 2022 (unaudited)			500				1,934				—				N/A
4.000% Notes
March 31, 2022 (unaudited)			650				1,934				—				N/A
4.700% Notes
March 31, 2022 (unaudited)			900				1,934				—				N/A
2021-1 BSL Debt
March 31, 2022 (unaudited)			663				1,934				—				N/A
December 31, 2021			663				1,702				—				N/A
2021-2 Debt
March 31, 2022 (unaudited)			506				1,934				—				N/A
December 31, 2021			506				1,702				—				N/A

 

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Class and Period		Total Amount Outstanding Exclusive of Treasury Securities(1)				Asset Coverage per Unit(2)				Involuntary Liquidating Preference per Unit(3)				Average Market Value per Unit(4)
		($ in millions)
MML 2021-1 Debt
March 31, 2022 (unaudited)			690				1,934				—				N/A
December 31, 2021			690				1,702				—				N/A
MML 2022-1 Debt
March 31, 2022 (unaudited)			759				1,934				—				N/A
Short-Term Borrowings
March 31, 2022 (unaudited)			759				1,934				—				N/A
December 31, 2021			718				1,702				—				N/A
Total (March 31, 2022) (unaudited)		$	19,206			$	1,934
Total (December 31, 2021)		$	18,301			$	1,702

 

(1)	Total amount of each class of senior securities outstanding at the end of the period presented

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)	The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the senior securities are not registered for public trading.

 

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PORTFOLIO COMPANIES

The following table sets forth certain information as of March 31, 2022 for each portfolio company in which the Company had an investment. Percentages shown for class of securities held by the Company represent percentage of the class owned and do not necessarily represent voting ownership or economic ownership.

The Board approved the valuation of the Company’s investment portfolio, as of March 31, 2022, at fair value as determined in good faith using a consistently applied valuation process in accordance with the Company’s documented valuation policy that has been reviewed and approved by the Board, who also approve in good faith the valuation of such securities as of the end of each quarter. For more information relating to the Company’s investments, see the Company’s financial statements incorporated by reference in this prospectus.

 

Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2U, Inc. (6)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			11/30/2024								75,976				75,023				73,412				0.41	%
7800 Harkins RD, Lanham MD 20706 United States
Abaco Energy Technologies, LLC (4)(13)		Energy Equipment & Services		First Lien Debt		L + 7.00% (incl. 1.00% PIK)			8.50	%			10/4/2024								10,656				10,100				10,656				0.06	%
1999 Bryan Street, Suite 900, Dallas TX 75201 United States
Access CIG, LLC (8)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.21	%			2/27/2025								40,938				40,795				40,395				0.23	%
6818 A Patterson Pass Road, Livermore CA 94550 United States
ACI Group Holdings, Inc. (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.50%			6.51	%			8/2/2028								202,458				197,739				200,594				1.12	%
629 Davis Drive, Suite 300, Morrisville, NC 27560, United States
Acrisure, LLC (8)		Insurance		First Lien Debt		L + 3.50%			3.96	%			2/15/2027								1,980				1,966				1,956				0.01	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
100 Ottawa Avenue SW, Grand Rapids, MI 49503 United States
Acrisure, LLC (9)		Insurance		First Lien Debt		L + 3.75%			4.25	%			2/15/2027								19,132				19,010				19,024				0.11	%
100 Ottawa Avenue SW, Grand Rapids, MI 49503 United States
Acrisure, LLC (9)		Insurance		First Lien Debt		L + 4.25%			4.75	%			2/15/2027								19,800				19,750				19,750				0.11	%
100 Ottawa Avenue SW, Grand Rapids, MI 49503 United States
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.25	%			5/7/2027								45,317				44,476				44,758				0.25	%
151 Southhall Lane Suite 300 Maitland FL 32751 United States
ADMI Corp. (9)		Health Care Providers & Services		First Lien Debt		L + 3.50%			4.00	%			12/23/2027								39,487				39,291				39,113				0.22	%
299 Park Avenue 34th Floor New York NY 10171 United States
Advisor Group Holdings, Inc. (8)		Capital Markets		First Lien Debt		L + 4.50%			4.96	%			7/31/2026								42,270				42,192				42,145				0.24	%
20 East Thomas Road, Phoenix AZ 85012 United States
Aegion Corporation (4)(10)		Construction & Engineering		First Lien Debt		L + 4.75%			5.50	%			5/17/2028								23,819				23,757				23,730				0.13	%
787 7th Avenue 49th Floor New York NY 10019 United States
AGI-CFI Holdings, Inc. (4)(10)		Air Freight & Logistics		First Lien Debt		L + 5.50%			6.25	%			6/11/2027								270,620				265,659				267,914				1.50	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
9130 S Dadeland Blvd Ste 1801, Miami, FL, 33156-7858 United States
Ahead DB Holdings, LLC (5)(10)		IT Services		First Lien Debt		L + 3.75%			4.76	%			10/18/2027								2,589				2,602				2,568				0.01	%
401 N Michigan Ave., Suite 3400, Chicago IL 60611 United States
AHP Health Partners, Inc. (9)		Health Care Providers & Services		First Lien Debt		L + 3.50%			4.00	%			8/4/2028								11,696				11,637				11,608				0.06	%
1 Burton Hills Blvd Suite 250 Nashville,TN,37215 United States
AI Altius Bidco, Inc. (4)(5)(6)(7)(10)		IT Services		First Lien Debt		L + 5.50%			6.25	%			12/13/2028								144,577				141,467				141,338				0.79	%
Suite 1, 3rd Floor, 11 - 12 St James’s Square, London, SW1Y 4LB
AI Altius Bidco, Inc. (4)(5)(6)(8)		IT Services		First Lien Debt		9.75% PIK			9.75	%			12/21/2029								21,721				21,111				21,070				0.12	%
Suite 1, 3rd Floor, 11 - 12 St James’s Square, London, SW1Y 4LB
AI Aqua Merger Sub, Inc. (6)(7)(9)		Household Durables		First Lien Debt		SOFR + 4.00%			4.50	%			6/16/2028								49,111				48,867				48,640				0.27	%
9399 West Higgins Road, Rosemont, IL 60018 United States
Air Canada (6)(10)		Airlines		First Lien Debt		L + 3.50%			4.25	%			8/11/2028								12,819				12,802				12,712				0.07	%
2001 University Street Suite 1600 Montreal,QC, H3A 2A6 Canada
AIT Worldwide Logistics Holdings, Inc. (10)		Transportation Infrastructure		First Lien Debt		L + 4.75%			5.50	%			3/31/2028								51,825				51,084				51,566				0.29	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
399 Park Avenue 30th Floor New York NY 10022 United States
Albireo Energy, LLC (4)(7)(11)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 6.00%			7.00	%			12/23/2026								35,406				34,801				34,057				0.19	%
3 Ethel Road, Suite 300, Edison, NJ 08817
Alera Group, Inc. (4)(7)(10)		Insurance		First Lien Debt		L + 5.50%			6.25	%			9/30/2028								70,360				69,510				69,449				0.39	%
3 Parkway North, Suite 500, Deerfield, IL 60015, United States
ALKU, LLC (4)(10)		Professional Services		First Lien Debt		L + 5.25%			6.00	%			3/1/2028								243,032				240,757				242,424				1.35	%
200 Brickstone Square, Suite 503, Andover, MA 01810
Alliant Holdings Intermediate, LLC (8)		Insurance		First Lien Debt		L + 3.25%			3.71	%			5/9/2025								7,996				7,988				7,918				0.04	%
1301 Dove Street, Suite 200, Newport Beach, CA 92660 United States
Alliant Holdings Intermediate, LLC (9)		Insurance		First Lien Debt		L + 3.50%			4.00	%			11/6/2027								37,084				37,061				36,901				0.21	%
1301 Dove Street, Suite 200, Newport Beach, CA 92660 United States
Allied Universal Holdco, LLC (9)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.25	%			5/12/2028								63,742				63,503				62,848				0.35	%
1551 North Tustin Avenue Suite 650 Santa Ana CA 92705 United States
AllSpring Buyer, LLC (9)		Capital Markets		First Lien Debt		L + 3.25%			4.31	%			11/1/2028								3,000				3,017				2,985				0.02	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
P.O. Box 219967 Kansas City, MO 64121-9967
All-Star Co-Borrower, LLC (4)(6)(9)		Commercial Services & Supplies		First Lien Debt		L + 4.00%			4.51	%			11/16/2028								2,790				2,799				2,773				0.02	%
Corporation Service Company, 251 Little Falls Drive Wilmington, DE 19808
All-Star Co-Borrower, LLC (6)(9)		Commercial Services & Supplies		First Lien Debt		L + 3.50%			4.01	%			11/16/2028								33,448				33,317				32,998				0.18	%
Corporation Service Company, 251 Little Falls Drive Wilmington, DE 19808
Alterra Mountain Company (9)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.50%			4.00	%			8/17/2028								22,431				22,455				22,291				0.12	%
3501 Wazee Street, Denver CO 80216 United States
Altice Financing S.A. (5)(6)(8)		Media		First Lien Debt		5.75%			5.75	%			8/15/2029								994				1,003				905				0.01	%
5, rue Eugène Ruppert L - 2453 Luxembourg LU
Amentum Government Services Holdings, LLC (8)		Aerospace & Defense		First Lien Debt		L + 3.50%			3.96	%			1/29/2027								2,992				2,996				2,965				0.02	%
20501 Seneca Meadows Pkwy #300, Germantown, MD 20876
Amentum Government Services Holdings, LLC (9)		Aerospace & Defense		First Lien Debt		L + 4.00%			4.65	%			2/15/2029								19,306				19,216				19,185				0.11	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
20501 Seneca Meadows Pkwy #300, Germantown, MD 20876
American Airlines, Inc. (6)(10)		Airlines		First Lien Debt		L + 4.75%			5.50	%			3/11/2028								7,314				7,251				7,424				0.04	%
4333 Amon Carter Blvd, Fort Worth TX 76155 United States
American Rock Salt Company, LLC (10)		Metals & Mining		First Lien Debt		L + 4.00%			4.75	%			6/4/2028								30,779				30,757				30,529				0.17	%
5520 Route 63 PO Box 190 Mount Morris NY 14510 United States
Amerivet Partners Management, Inc. (4)(7)(10)		Health Care Providers & Services		First Lien Debt		SOFR + 5.50%			6.25	%			2/25/2028								97,750				94,926				94,880				0.53	%
520 Madison Avenue, New York, NY 10022
AMGH Holding Corp. (11)		Health Care Providers & Services		First Lien Debt		L + 4.25%			5.25	%			3/14/2025								16,719				16,738				16,644				0.09	%
209 Highway 121 Bypass Suite 21 Lewisville, TX 75067 United States
Ancestry.com Operations, Inc (9)		Interactive Media & Services		First Lien Debt		L + 3.25%			3.75	%			12/6/2027								9,975				9,917				9,828				0.05	%
1300 West Traverse Parkway Lehi, UT 84043
ANI Pharmaceuticals, Inc. (6)(10)		Pharmaceuticals		First Lien Debt		L + 6.00%			6.75	%			4/27/2028								38,583				37,870				38,583				0.22	%
210 Main Street West, Baudette MN 56623 United States
Apex Group Treasury, LLC (6)(9)		Software		First Lien Debt		L + 3.75%			4.76	%			7/27/2028								28,342				28,336				28,148				0.16	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
4 Embarcadero Center Suite 1900 San Francisco, CA,94111 United States
Apex Tool Group, LLC (9)		Machinery		First Lien Debt		L + 5.25%			5.75	%			8/1/2024								14,831				14,765				14,481				0.08	%
910 Ridgebrook Road Suite 200 Sparks MD 21152 United States
APFS Staffing Holdings, Inc. (9)		Professional Services		First Lien Debt		SOFR + 4.25%			4.75	%			12/29/2028								7,299				7,281				7,276				0.04	%
125 S Wacker Dr Ste 2700, Chicago, Illinois 60606
Apttus Corp. (10)		Software		First Lien Debt		L + 4.25%			5.00	%			4/27/2028								15,433				15,407				15,433				0.09	%
150 North Riverside Plaza Suite 2800 Chicago IL 60606 United States
APX Group, Inc. (6)(9)		Commercial Services & Supplies		First Lien Debt		L + 3.50%			4.00	%			7/10/2028								32,930				32,824				32,858				0.18	%
4931 North 300 West Provo, UT, 84604, United States
Aqgen Island Holdings, Inc. (9)		Professional Services		First Lien Debt		L + 3.50%			4.56	%			5/20/2028								54,874				54,797				54,531				0.30	%
535 Madsion Avenue, 24TH Floor New York, NY 10022
Armada Parent, Inc. (4)(7)(10)		Marine		First Lien Debt		L + 5.75%			6.50	%			10/29/2027								226,838				221,950				221,581				1.24	%
93 Eastmont Ave Ste 100 East Wenatchee, WA, 98802-5305 United States
Armor Holdco, Inc. (6)(9)		Professional Services		First Lien Debt		L + 4.50%			5.20	%			12/11/2028								3,632				3,597				3,635				0.02	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
48 Wall Street 22nd Floor New York,NY,10005 United States
Arterra Wines Canada, Inc. (6)(10)		Beverages		First Lien Debt		L + 3.50%			4.51	%			11/24/2027								7,937				7,922				7,874				0.04	%
441 Courtneypark Dr E, Mississauga ON L5T 2V3 Canada
Ascend Buyer, LLC (4)(7)(10)		Containers & Packaging		First Lien Debt		L + 5.75%			6.76	%			9/30/2028								77,410				75,855				76,152				0.43	%
1111 Busch Parkway, Buffalo Grove, IL 60089, United States
Ascend Learning, LLC (9)		Diversified Consumer Services		First Lien Debt		L + 3.50%			4.00	%			12/11/2028								7,539				7,384				7,465				0.04	%
11161 Overbrook Road, Leawood, KS, 66211, United States
Ascend Performance Materials Operations, LLC (10)		Chemicals		First Lien Debt		L + 4.75%			5.76	%			8/27/2026								4,950				5,018				4,942				0.03	%
400 Park Avenue Suite 820 New York NY 10022 United States
ASP Blade Holdings, Inc. (9)		Machinery		First Lien Debt		L + 4.00%			4.50	%			10/13/2028								4,988				4,964				4,933				0.03	%
4909 Southeast International Way Portland,OR,97222 United States
ASP Endeavor Acquisition, LLC (4)(9)		Construction & Engineering		First Lien Debt		L + 6.50%			7.00	%			5/3/2027								35,730				35,124				35,015				0.20	%
515 Houston St Ste 500, Fort Worth, TX 76102 United States
AssuredPartners, Inc. (9)		Insurance		First Lien Debt		L + 3.50%			4.00	%			2/12/2027								60,066				59,723				59,468				0.33	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
200 Colonial Center Parkway Suite 140 Lake Mary FL 32746 United States
athenahealth, Inc. (7)(9)		Health Care Technology		First Lien Debt		SOFR + 3.50%			4.00	%			2/11/2026								27,077				26,922				26,811				0.15	%
Arsenal Street, Watertown, MA 02472 United States
Atlas CC Acquisition Corp. (7)(10)		Aerospace & Defense		First Lien Debt		L + 4.25%			5.00	%			5/25/2028								52,436				50,459				51,939				0.29	%
9465 Wilshire Blvd, Suit 300 Beverly Hills, California 90212 United States
Auris Luxembourg III Sarl (6)(8)		Health Care Equipment & Supplies		First Lien Debt		L + 3.75%			4.21	%			2/27/2026								19,987				19,949				19,519				0.11	%
23 Rue Aldringen, Luxembourg, L-1118, Luxembourg
AxiomSL Group, Inc. (4)(7)(11)		Software		First Lien Debt		L + 6.00%			7.01	%			12/3/2027								78,814				77,260				77,009				0.43	%
125 London Wall, London, EC2Y 5AJ, United Kingdom
Baldwin Risk Partners, LLC (6)(9)		Insurance		First Lien Debt		L + 3.50%			4.00	%			10/14/2027								26,880				26,751				26,679				0.15	%
4211 W Boy Scout Blvd Suite 800 Tampa FL 33607 United States
Barbri Holdings, Inc. (4)(7)(10)		Diversified Financial Services		First Lien Debt		L + 5.75%			6.50	%			4/30/2028								166,289				163,271				164,627				0.92	%
12222 Merit Drive, Suite 1340, Dallas, TX 75251 United States
Bazaarvoice, Inc. (4)(7)(8)		Commercial Services & Supplies		First Lien Debt		L + 5.75%			5.87	%			5/7/2028								371,236				371,236				371,236				2.07	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
338 Pier Avenue, Hermosa Beach CA 90254 United States
Belfor Holdings, Inc. (4)(8)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.21	%			4/6/2026								4,949				4,967				4,931				0.03	%
185 Oakland Avenue Suite 300 Birmingham MI 48009 United States
Benefytt Technologies, Inc. (4)(7)(10)		Insurance		First Lien Debt		L + 6.00%			6.75	%			8/12/2027								94,348				92,392				90,777				0.51	%
15438 North Florida Avenue, Suite 201, Tampa, FL 33613, United States
Berlin Packaging, LLC (9)		Containers & Packaging		First Lien Debt		L + 3.75%			4.28	%			3/11/2028								42,936				42,797				42,603				0.24	%
525 West Monroe Street, Chicago IL 60661 United States
Bettcher Industries, Inc. (9)		Industrial Conglomerates		First Lien Debt		SOFR + 4.00%			4.65	%			12/13/2028								11,316				11,207				11,146				0.06	%
6801 State Route 60 Birmingham, OH, 44889 United States
BMC Acquisition, Inc. (11)		Professional Services		First Lien Debt		L + 5.25%			6.25	%			12/28/2024								4,717				4,705				4,611				0.03	%
300 West 6th Street,, Suite 2300, Austin, TX 78701 United States
Boxer Parent Company, Inc. (8)		Software		First Lien Debt		L + 3.75%			4.76	%			10/2/2025								54,266				54,071				54,018				0.30	%
John Hancock Tower 200 Clarendon Street Boston MA 02116 United States
BP Purchaser, LLC (4)(10)		Distributors		First Lien Debt		L + 5.50%			6.25	%			12/10/2028								34,800				34,134				34,104				0.19	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2650 Galvin Dr, Elgin, IL 60124, United States
BPPH2 Limited (4)(6)(8)		Professional Services		First Lien Debt		L + 6.75%			7.31	%			3/2/2028							£	40,700				55,039				54,022				0.30	%
One Wood Street, London, EC2V 7WS
Brave Parent Holdings, Inc. (8)		Software		First Lien Debt		L + 4.00%			4.46	%			4/18/2025								10,948				10,983				10,850				0.06	%
600 Montgomery Street 20th Floor San Francisco CA 94111 United States
BroadStreet Partners, Inc. (8)		Insurance		First Lien Debt		L + 3.00%			3.46	%			1/27/2027								11,889				11,858				11,693				0.07	%
580 North Fourth Street Suite 450 Columbus OH 43215 United States
Brookfield WEC Holdings, Inc. (9)		Construction & Engineering		First Lien Debt		L + 2.75%			3.25	%			8/1/2025								4,987				4,827				4,907				0.03	%
3259 Progress Drive Suite 126 Orlando, FL 32826, United States
Bungie, Inc. (4)(11)		Interactive Media & Services		First Lien Debt		L + 6.25%			7.25	%			8/28/2024								2,500				2,485				2,525				0.01	%
550 106th Ave NE, Ste 207 Bellevue, WA 98004 United States
Bution Holdco 2, Inc. (4)(11)		Distributors		First Lien Debt		L + 6.25%			7.25	%			10/17/2025								5,900				5,809				5,855				0.03	%
907 S. Detroit Ave Tulsa, OK 74120 United States
Bway Holding Corporation (8)		Containers & Packaging		First Lien Debt		L + 3.25%			3.71	%			4/3/2024								6,371				6,307				6,295				0.04	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1515 West 22nd Street Suite 1100 Oak Brook, IL, 60523, United States
Byjus Alpha, Inc. (6)(10)		Software		First Lien Debt		L + 5.50%			6.25	%			11/5/2026								70,376				69,380				69,782				0.39	%
2nd FL Twr D 4/1 Bannerghatta Main RD Bengaluru, KA, India
Cambium Learning Group, Inc. (4)(7)(10)		Diversified Consumer Services		First Lien Debt		L + 5.50%			6.25	%			7/20/2028								965,822				957,127				965,822				5.39	%
17855 North Dallas Parkway Suite 400 Dallas TX 75287 United States
Cambrex Corp. (10)		Life Sciences Tools & Services		First Lien Debt		L + 3.50%			4.25	%			12/4/2026								26,065				26,031				25,882				0.14	%
One Meadowlands Plaza, East Rutherford NJ 07073 United States
Camelot US Acquisition, LLC (6)(11)		Professional Services		First Lien Debt		L + 3.00%			4.00	%			10/30/2026								19,895				19,789				19,754				0.11	%
1500 Spring Garden Streeet, Philadelphia PA 19130 United States
Canadian Hospital Specialties Ltd. (4)(6)(7)(11)		Health Care Providers & Services		First Lien Debt		C + 4.50%			5.68	%			4/14/2028								CAD 42,442				32,928				33,262				0.19	%
676 North Michigan Avenue Suite 3300 Chicago IL 60611 United States
Capstone Logistics, LLC (7)(11)		Transportation Infrastructure		First Lien Debt		L + 4.75%			5.75	%			11/12/2027								22,402				22,464				22,441				0.13	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
30 Technology Parkway South, Suite 200, Peachtree Corner, GA 30092
Caramel Bidco Limited (4)(5)(6)(7)(8)		Health Care Providers & Services		First Lien Debt		S + 6.00%			6.45	%			2/24/2029							£	60,000				77,552				75,563				0.42	%
Western House Broad Lane, Yate, Bristol, England, BS37 7LD
Cast & Crew Payroll, LLC (8)		Professional Services		First Lien Debt		L + 3.50%			3.96	%			2/9/2026								14,447				14,473				14,379				0.08	%
2300 Empire Avenue 5th Floor Burbank CA 91504 United States
Cast & Crew Payroll, LLC (9)		Professional Services		First Lien Debt		SOFR + 3.75%			4.25	%			12/29/2028								14,017				13,978				13,960				0.08	%
2300 Empire Avenue 5th Floor Burbank CA 91504 United States
CCBlue Bidco, Inc. (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.00	%			12/21/2028								466,265				456,455				456,022				2.55	%
1148 Main St Saint Helena, CA, 94574-2013 United States
CCI Buyer, Inc. (10)		Wireless Telecommunication Services		First Lien Debt		SOFR + 4.00%			4.75	%			12/17/2027								44,898				44,781				44,375				0.25	%
300 N. LaSalle St, Suite 5600, Chicago 60602 United States
CE Intermediate I, LLC (4)(9)		Entertainment		First Lien Debt		L + 4.00%			4.50	%			11/10/2028								7,778				7,704				7,700				0.04	%
455 Delta Ave Fl 3 Cincinnati, OH, 45226 United States
CEC Entertainment, Inc. (5)(8)		Hotels, Restaurants & Leisure		First Lien Debt		6.75%			6.75	%			5/1/2026								79,800				79,781				77,289				0.43	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1707 Market Place Blvd Suite 200 Irving TX 75063 United States
Cengage Learning, Inc. (11)		Interactive Media & Services		First Lien Debt		L + 4.75%			5.75	%			6/29/2026								18,920				18,756				18,792				0.10	%
20 Channel Center Street, Boston MA 02210 United States
Century Casinos, Inc. (6)(10)		Hotels, Restaurants & Leisure		First Lien Debt		SOFR + 6.00%			6.75	%			4/2/2029								44,000				43,120				43,725				0.24	%
455 East Pikes Peak Avenue Suite 210, Colorado Springs, CO,80903, United States
CFGI Holdings, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 5.25%			6.00	%			11/1/2027								145,561				142,265				143,115				0.80	%
1 Lincoln Street, Suite 1301 Boston, MA 02111, United States
Charter NEX US, Inc. (10)		Containers & Packaging		First Lien Debt		L + 3.75%			4.50	%			12/1/2027								46,874				46,930				46,676				0.26	%
1264 East High Street, Milton WI 53563 United States
CHG Healthcare Services, Inc. (9)		Health Care Providers & Services		First Lien Debt		L + 3.50%			4.00	%			9/29/2028								27,907				27,788				27,698				0.15	%
6440 South Millrock Drive Suite 175 Salt Lake City UT 84121 United States
CHG PPC Parent, LLC (4)(9)		Food Products		First Lien Debt		L + 3.00%			4.00	%			11/16/2028								10,339				10,319				10,120				0.06	%
6440 South Millrock Drive Suite 175 Salt Lake City,UT,84121 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Claims Automation Intermediate 2, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 4.75%			5.64	%			12/16/2027								45,833				44,309				44,231				0.25	%
101 S Tryon St Suite 3300 Charlotte,NC,28280 United States
Clarios Global LP (6)(8)		Auto Components		First Lien Debt		L + 3.25%			3.71	%			4/30/2026								14,806				14,676				14,643				0.08	%
Florist Tower 5757 North Green Bay Avenue Milwaukee WI 53201 United States
Clear Channel Outdoor Holdings, Inc. (6)(8)		Media		First Lien Debt		L + 3.50%			3.80	%			8/21/2026								22,941				22,507				22,590				0.13	%
4830 North Loop 1604W, San Antonio, TX, 78249, United States
Clearview Buyer, Inc. (4)(7)(10)		Professional Services		First Lien Debt		L + 5.25%			6.26	%			8/26/2027								151,630				148,450				148,106				0.83	%
1 Newton Pl Ste 405, 275 Washington Street, Newton, MA 02458, United States
Cloudera, Inc. (9)		Software		First Lien Debt		L + 3.75%			4.25	%			8/9/2028								37,556				37,222				37,157				0.21	%
1001 Page Mill Road Building 3 Palo Alto, CA,94304 United States
Colibri Group, LLC (10)		Diversified Consumer Services		First Lien Debt		SOFR + 5.00%			5.99	%			3/12/2029								13,305				13,173				13,255				0.07	%
218 Liberty ST, Warren, PA, 16365, United States
Community Brands ParentCo, LLC (4)(7)(10)		Software		First Lien Debt		SOFR + 5.75%			6.50	%			2/24/2028								91,875				89,837				89,803				0.50	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
9620 Executive Center Dr N, Suite 200, St. Petersburg, FL 33702
Confine Visual Bidco (4)(6)(7)(10)		Software		First Lien Debt		SOFR + 5.75%			6.50	%			2/23/2029								252,786				245,210				245,202				1.37	%
Kistagången 12, 164 40 Kista, Sweden
Connatix Buyer, Inc. (4)(7)(10)		Software		First Lien Debt		L + 5.50%			6.25	%			7/14/2027								112,870				110,307				112,220				0.63	%
666 Broadway, 10th Floor, New York, NY 10012, United States
ConnectWise, LLC (6)(9)		Software		First Lien Debt		L + 3.50%			4.00	%			9/29/2028								32,438				32,310				32,267				0.18	%
4110 George Road Suite 200, Tampa, FL, 33634, United States
ConvergeOne Holdings, Inc. (8)		IT Services		First Lien Debt		L + 5.00%			5.46	%			1/4/2026								31,683				30,924				30,429				0.17	%
0900 Nesbitt Avenue South Bloomington MN 55437 United States
COP Home Services TopCo IV, Inc. (4)(7)(11)		Construction & Engineering		First Lien Debt		L + 5.00%			6.00	%			12/31/2027								128,609				125,567				127,239				0.71	%
3150 E Birch St., Brea, CA 92821
CoreLogic, Inc. (9)		Professional Services		First Lien Debt		L + 3.50%			4.00	%			6/2/2028								31,450				31,309				31,155				0.17	%
40 Pacifica #900, Irvine, CA 92618 United States
Corfin Holdings, Inc. (4)(11)		Aerospace & Defense		First Lien Debt		L + 5.75%			6.75	%			12/27/2027								32,494				32,456				32,477				0.18	%
1050 Perimeter Road, Manchester, NH 03103 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Cornerstone Building Brands, Inc. (6)(9)		Building Products		First Lien Debt		L + 3.25%			3.75	%			4/12/2028								7,428				7,404				7,209				0.04	%
5020 Weston Parkway, Cary NC 27513 United States
Cornerstone OnDemand, Inc. (9)		Software		First Lien Debt		L + 3.75%			4.25	%			10/16/2028								24,836				24,762				24,634				0.14	%
1601 Cloverfield Blvd Suite 620 South Santa Monica,CA,90404 United States
Covenant Surgical Partners, Inc. (8)		Health Care Providers & Services		First Lien Debt		L + 4.00%			4.46	%			7/1/2026								2,975				2,933				2,934				0.02	%
401 Commerce Street Suite 600 Nashville TN 37219 United States
CP Atlas Buyer, Inc. (9)		Building Products		First Lien Debt		L + 3.75%			4.25	%			11/23/2027								54,422				54,222				52,993				0.30	%
1521 North Cooper, Suite 500, Arlington US-TX US 76011
CPI Holdco, LLC (4)(7)(10)		Health Care Equipment & Supplies		First Lien Debt		L + 5.50%			6.25	%			11/1/2028								265,475				259,217				258,884				1.45	%
625 East Bunker Ct Vernon Hills , IL 60061 United States
CPI International, Inc. (11)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 3.25%			4.25	%			7/26/2024								18,930				18,939				18,809				0.11	%
580 Skylane Blvd, Santa Rosa CA 95403 United States
CQP Holdco LP (9)		Oil, Gas & Consumable Fuels		First Lien Debt		L + 3.75%			4.76	%			6/5/2028								33,472				33,449				33,355				0.19	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
700 Milan Street, Suite 1900 Houston TX 77002
Cross Country Healthcare, Inc. (4)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			6/8/2027								113,526				111,441				113,526				0.63	%
5201 Congress Avenue Suite 100B Boca Raton FL 33487 United States
Cumming Group, Inc. (4)(7)(11)		Real Estate Management & Development		First Lien Debt		L + 5.75%			6.76	%			5/26/2027								136,884				133,722				136,406				0.76	%
485 Lexington Avenue, New York NY 10017 United States
Curia Global, Inc. (10)		Life Sciences Tools & Services		First Lien Debt		L + 3.75%			4.50	%			8/30/2026								42,749				42,770				42,447				0.24	%
26 Corporate Circle Albany,NY,12203 United States
CustomInk, LLC (4)(11)		Specialty Retail		First Lien Debt		L + 6.21%			7.21	%			5/3/2026								36,866				36,269				36,405				0.20	%
2910 District Avenue Fairfax VA 22031 United States
Dana Kepner Company, LLC (4)(11)		Distributors		First Lien Debt		L + 6.25%			7.25	%			12/29/2026								14,850				14,613				14,961				0.08	%
700 Alcott St. Denver, CO 80204
DCA Investment Holdings, LLC (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.00	%			3/12/2027								45,369				44,795				44,883				0.25	%
6240 Lake Osprey Drive, Sarasota, FL 34240
Dcert Buyer, Inc. (8)		IT Services		First Lien Debt		L + 4.00%			4.46	%			10/16/2026								28,172				28,214				28,010				0.16	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2801 N Thanksgiving Way #500, Lehi 84043 United States
DCG Acquisition Corp. (8)		Chemicals		First Lien Debt		L + 4.50%			4.96	%			9/30/2026								4,987				4,999				4,916				0.03	%
45 Rockefeller Plaza 20th Floor, New York, NY 10111
Deerfield Dakota Holding, LLC (11)		Professional Services		First Lien Debt		L + 3.75%			4.75	%			4/9/2027								25,937				25,969				25,842				0.14	%
55 East 52nd Street 31st Floorm Park Avenue Plaza, New York, NY 10055 United States
Deliver Buyer, Inc. (8)		Technology Hardware, Storage & Peripherals		First Lien Debt		L + 5.00%			6.01	%			5/1/2024								16,922				16,861				16,922				0.09	%
3955 East Blue Lick Road, Louisville, KY 40229 United States
Delta Topco, Inc. (10)		Software		First Lien Debt		L + 3.75%			4.50	%			12/1/2027								35,331				35,291				34,833				0.19	%
3111 Coronado Drive in Santa Clara, CA 95054 United States
DG Investment Intermediate Holdings 2, Inc. (10)		Commercial Services & Supplies		First Lien Debt		SOFR + 3.50%			4.25	%			3/17/2028								46,518				46,541				46,116				0.26	%
One Commerce Drive Schaumburg, Illinois 60173 United States
DG Investment Intermediate Holdings 2, Inc. (4)(7)(8)		Commercial Services & Supplies		First Lien Debt		SOFR + 4.25%			4.66	%			3/17/2028								19,338				19,057				19,169				0.11	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
One Commerce Drive Schaumburg, Illinois 60173 United States
Digital Media Solutions, LLC (6)(10)		Media		First Lien Debt		L + 5.00%			5.75	%			5/24/2026								29,780				29,160				29,333				0.16	%
4800 140th Avenue North Suite 101 Clearwater FL 33762 United States
Diligent Corporation (4)(11)		Software		First Lien Debt		L + 5.75%			6.76	%			8/4/2025								89,100				88,140				88,432				0.49	%
111 West 33rd St., 16th Floor, New York, NY 10120
Diversitech Holdings, Inc. (7)(9)		Trading Companies & Distributors		First Lien Debt		L + 3.75%			4.76	%			12/22/2028								15,950				15,787				15,724				0.09	%
6650 Sugarloaf Parkway Suite 100, Duluth, Georgia, 30097, United States
Divisions Holding Corp. (10)		Commercial Services & Supplies		First Lien Debt		L + 4.75%			5.50	%			5/29/2028								23,976				23,763				23,856				0.13	%
1 Riverfront Place Suite 500 Newport, KY 41071 United States
Dominion Colour Corporation (4)(6)(11)		Chemicals		First Lien Debt		L + 7.25% (incl. 2.00% PIK)			8.25	%			4/6/2024								35,866				34,861				35,239				0.20	%
1 Concorde Gate, Suite 608, Toronto, Ontario, Canada
Donuts, Inc. (4)(7)(11)		Internet & Direct Marketing Retail		First Lien Debt		SOFR + 6.00%			7.00	%			12/29/2026								515,501				513,667				515,501				2.88	%
10500 NE 8th Street Suite 750, Bellevue, WA 98004

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Dreambox Learning Holding LLC (4)(10)		Diversified Consumer Services		First Lien Debt		L + 6.25%			7.00	%			12/1/2027								135,213				132,622				132,509				0.74	%
305 108th Avenue Northeast Bellevue,WA,98004 United States
EAB Global, Inc. (9)		Commercial Services & Supplies		First Lien Debt		L + 3.50%			4.00	%			6/28/2028								17,975				17,924				17,822				0.10	%
2008 Saint Johns Ave, Washington DC 20037 United States
Eagle Midstream Canada Finance, Inc. (4)(6)(13)		Oil, Gas & Consumable Fuels		First Lien Debt		L + 6.25%			7.75	%			11/26/2024								36,013				35,628				36,013				0.20	%
222 3rd Avenue S.W. Suite 900 Calgary, Alberta T2P 0B4 Canada
ECI Macola Max Holding, LLC (6)(10)		Software		First Lien Debt		L + 3.75%			4.76	%			11/9/2027								29,966				30,024				29,666				0.17	%
5455 Rings Road Suite 100 Dublin OH 43017 United States
ECP Gopher Holdings L.P. (11)		Commercial Services & Supplies		First Lien Debt		L + 3.25%			4.25	%			3/6/2025								3,948				3,962				3,600				0.02	%
2900 Lone Oak Parkway, Ste 140A, Eagan, MN 55121
Edifecs, Inc. (4)(10)		Health Care Technology		First Lien Debt		L + 5.50%			6.25	%			9/21/2026								109,897				107,884				108,248				0.60	%
756 114th Ave SE Bellevue WA 98004 United States
Edifecs, Inc. (4)(11)		Health Care Technology		First Lien Debt		L + 7.00%			8.00	%			9/21/2026								42,936				42,554				43,623				0.24	%
756 114th Ave SE Bellevue WA 98004 United States
EG America, LLC (6)(9)		Specialty Retail		First Lien Debt		L + 4.25%			4.75	%			3/10/2026								22,968				22,787				22,693				0.13	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
65 Flanders Rd, Westborough, MA 01581 United States
EG Dutch Finco BV (6)(8)		Specialty Retail		First Lien Debt		L + 4.00%			5.00	%			2/7/2025								25,434				25,291				25,089				0.14	%
Euro House The Beehive Trading Park Haslingden Road Blackburn Lancashire, BB1 2EE, United Kingdom
Electron Bidco, Inc. (9)		Health Care Providers & Services		First Lien Debt		L + 3.25%			3.75	%			11/1/2028								13,000				12,937				12,876				0.07	%
4001 Kennett Pike Suite 302, Wilmington, DE 19807.
Emerald US, Inc. (6)(8)		Professional Services		First Lien Debt		L + 3.50%			3.96	%			7/12/2028								3,919				3,915				3,870				0.02	%
31910 Del Obispo Street Suite 200 San Juan Capistrano, CA 92675 United States
Emergency Power Holdings, LLC (4)(7)(11)		Electrical Equipment		First Lien Debt		L + 5.50%			6.50	%			8/17/2028								194,650				190,591				190,196				1.06	%
44 S Commerce Way, Bethlehem, PA 18017
Empire Today, LLC (10)		Building Products		First Lien Debt		L + 5.00%			5.75	%			3/8/2028								61,471				60,546				58,654				0.33	%
333 Northwest Avenue, Northlake IL 60164 United States
Endurance International Group Holdings, Inc. (10)		IT Services		First Lien Debt		L + 3.50%			4.25	%			2/10/2028								43,446				43,136				42,305				0.24	%
10 Corporate Drive Suite 300 Burlington MA 01803 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
EnergySolutions, LLC (11)		Energy Equipment & Services		First Lien Debt		L + 3.75%			4.76	%			5/9/2025								6,392				6,391				6,280				0.04	%
299 South Main Street Suite 1700 Salt Lake City UT 84111 United States
Engineered Machinery Holdings, Inc. (6)(10)		Industrial Conglomerates		First Lien Debt		E + 3.75%			4.76	%			5/19/2028								27,456				27,434				27,132				0.15	%
450 Lexington Avenue New York,NY,10017 United States
Engineered Stone Group Holdings III Ltd. (4)(6)(7)(10)		Building Products		First Lien Debt		E + 5.75%			6.50	%			4/23/2028							€	58,583				56,468				57,376				0.32	%
Floor 5, Smithson Tower Smithson Plaza, St. James’s Street, London, England, SW1A 1HJ
Ensono Holdings, LLC (10)		IT Services		First Lien Debt		L + 4.00%			4.75	%			5/19/2028								45,935				45,795				45,227				0.25	%
3333 Finley Road, Downers Grove IL 60515 United States
EP Purchaser, LLC (9)		Software		First Lien Debt		L + 3.50%			4.51	%			11/6/2028								16,947				16,934				16,859				0.09	%
2950 North Hollywood Way Burbank,CA,91505 United States
Epicor Software Corp. (10)		Software		First Lien Debt		L + 3.25%			4.00	%			7/30/2027								33,950				33,865				33,724				0.19	%
804 Las Cimas Parkway Austin TX 78746 United States
Episerver, Inc. (4)(7)(11)		Software		First Lien Debt		L + 5.50%			6.51	%			4/9/2026								25,292				24,850				24,801				0.14	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
542A Amherst Street Route 101A Nashua, NH 03063 United States
Epoch Acquisition, Inc. (4)(11)		Health Care Providers & Services		First Lien Debt		L + 6.00%			7.00	%			10/4/2024								29,345				29,345				29,345				0.16	%
4600 Lena Drive Mechanicsburg, PA 17055 United States		Commercial Services & Supplies		First Lien Debt		L + 4.50%			5.50	%			2/4/2027								32,022				32,102				31,952				0.18	%
eResearch Technology, Inc. (11)
1818 Market Street Suite 1000 Philadelphia PA 19103 United States
Excelitas Technologies Corp. (11)		Industrial Conglomerates		First Lien Debt		L + 3.50%			4.51	%			12/2/2024								22,729				22,752				22,644				0.13	%
200 West Street, Waltham MA 02451 United States
Experity, Inc. (4)(7)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			7/22/2027								136,083				133,312				133,092				0.74	%
101 South Phillips Avenue, Suite 300, Sioux Falls, SD 57104, United States
FCG Acquisitions, Inc. (9)		Industrial Conglomerates		First Lien Debt		L + 3.75%			4.25	%			3/16/2028								28,563				28,585				28,147				0.16	%
800 Concar Drive, Suite 100, San Mateo, CA 94402 United States
Fencing Supply Group Acquisition, LLC (4)(7)(11)		Building Products		First Lien Debt		L + 6.00%			7.00	%			2/26/2027								105,254				103,750				104,728				0.58	%
211 Perimeter Center Pkwy NE #250 Dunwoody, GA 30346
Fertitta Entertainment, LLC (9)		Hotels, Restaurants & Leisure		First Lien Debt		SOFR + 4.00%			4.50	%			1/27/2029								26,165				26,155				26,069				0.15	%
1510 W. Loop South, Houston, Texas 77027
FH MD Buyer, Inc. (10)		Health Care Technology		First Lien Debt		L + 5.00%			5.75	%			6/16/2028								45,268				44,859				44,985				0.25	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
6880 West Snowville Road Suite 210 Brecksville, OH,44141 United States
First Student Bidco, Inc. (9)		Transportation Infrastructure		First Lien Debt		L + 3.00%			3.98	%			7/21/2028								13,764				13,673				13,670				0.08	%
600 Vine Street, Suite 1400 Cincinnati, OH 45202 United States
Flex Acquisition Co., Inc. (8)		Containers & Packaging		First Lien Debt		L + 3.00%			3.46	%			6/29/2025								7,000				6,856				6,996				0.04	%
101 E Carolina Ave, Hartsville, SC 29550
Flex Acquisition Co., Inc. (9)		Containers & Packaging		First Lien Debt		L + 3.50%			4.00	%			2/23/2028								5,491				5,489				5,486				0.03	%
101 E Carolina Ave, Hartsville, SC 29550
Flexera Software, LLC (10)		Software		First Lien Debt		L + 3.75%			4.50	%			1/26/2028								23,363				23,304				23,134				0.13	%
300 Park Blvd Suite 500 Itasca IL 60143 United States
Fluidra SA (6)(9)		Household Durables		First Lien Debt		SOFR + 2.00%			2.50	%			1/29/2029								1,471				1,467				1,461				0.01	%
C/O Zodiac Pool Solutions LLC, 2882 Whiptail Loop East # 100, CA, 92010, United States
Flynn Restaurant Group LP (9)		Hotels, Restaurants & Leisure		First Lien Debt		L + 4.25%			4.75	%			12/1/2028								30,712				30,481				30,392				0.17	%
225 Bush Street Suite 1800 San Francisco,CA,94104 United States
Foundation Building Materials, Inc. (9)		Trading Companies & Distributors		First Lien Debt		L + 3.25%			3.75	%			2/3/2028								30,515				30,264				30,027				0.17	%
2520 Red Hill Avenue, Santa Ana, CA 92705
Foundation Risk Partners Corp. (4)(7)(10)		Insurance		First Lien Debt		L + 5.75%			6.50	%			10/29/2028								102,038				100,412				100,374				0.56	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1540 Cornerstone Blvd #230, Daytona Beach, FL 32117, United States
Foundational Education Group, Inc. (9)		Commercial Services & Supplies		First Lien Debt		L + 4.25%			4.75	%			8/31/2028								9,120				9,036				9,120				0.05	%
4500 East West Highway Suite 300 Bethesda,MD,20814 United States
Freeport LNG Investments, LLLP (9)		Oil, Gas & Consumable Fuels		First Lien Debt		L + 3.50%			4.00	%			12/21/2028								56,470				56,258				56,137				0.31	%
333 Clay Street Suite 5050 Houston,TX,77002 United States
Frontline Road Safety, LLC (4)(7)(10)		Transportation Infrastructure		First Lien Debt		L + 5.75%			6.67	%			5/3/2027								136,298				133,987				131,187				0.73	%
2714 Sherman Street, Grand Prairie, TX 75051 United States
Galway Borrower, LLC (4)(7)(10)		Insurance		First Lien Debt		L + 5.25%			6.26	%			9/24/2028								238,931				234,016				233,633				1.31	%
1 California Street, Suite 400, San Francisco, CA 94111
Garda World Security Corp. (6)(8)		Commercial Services & Supplies		First Lien Debt		L + 4.25%			4.71	%			10/30/2026								45,980				45,874				45,566				0.25	%
1390 Barre Street, Montreal QC H3C 1N4 Canada
GC EOS Buyer, Inc. (8)		Auto Components		First Lien Debt		L + 4.50%			4.96	%			8/1/2025								11,972				11,982				11,865				0.07	%
29627 Renaissance Blvd., Howell Township, NJ 07727 United States
GCX Corporation Buyer, LLC (4)(7)(10)		Health Care Equipment & Supplies		First Lien Debt		L + 5.50%			6.30	%			9/13/2027								197,118				192,861				192,500				1.08	%
3875 Cypress Drive, Petaluma, CA 94954, United States
Genuine Cable Group, LLC (4)(7)(10)		Distributors		First Lien Debt		L + 5.75%			6.50	%			11/2/2026								26,303				25,719				26,017				0.15	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
50 Broadway, Hawthorne, NY 10532, United States
Genuine Financial Holdings, LLC (8)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.21	%			7/11/2025								16,888				16,840				16,728				0.09	%
3349 Michelson Drive Suite 150 Irvine, CA 92612 United States
Geon Performance Solutions, LLC (10)		Chemicals		First Lien Debt		L + 4.75%			5.50	%			8/9/2028								7,375				7,324				7,375				0.04	%
25777 Detroit Road Suite 202 Westlake, OH,44145 United States
GI Consilio Parent, LLC (7)(9)		Software		First Lien Debt		L + 4.00%			4.50	%			4/30/2028								37,876				37,144				37,390				0.21	%
188 The Embarcadero, San Francisco, CA United States 94016
GI Ranger Intermediate, LLC (4)(7)(10)		Health Care Technology		First Lien Debt		L + 6.00%			6.75	%			10/29/2028								136,653				133,718				134,829				0.75	%
188 The Embarcadero Suite 700 San Francisco, CA 94105 United States
Gigamon Inc. (4)(7)(10)		Software		First Lien Debt		SOFR + 5.75%			6.78	%			3/11/2029								453,846				444,333				444,254				2.48	%
3300 Olcott Street, Santa Clara CA 95054 United States
Global Medical Response, Inc. (11)		Health Care Providers & Services		First Lien Debt		L + 4.25%			5.25	%			10/2/2025								34,580				34,662				34,402				0.19	%
6363 S Fiddlers Green Circle 14th floor Greenwood Village CO 80111 United States
Go Car Wash Management Corp. (4)(7)(11)		Diversified Consumer Services		First Lien Debt		L + 5.75%			6.75	%			12/31/2026								62,934				61,317				61,815				0.35	%
9801 Troup Ave, Kansas City, Kansas 66111, USA
Gordian Medical, Inc. (10)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.26	%			3/29/2027								59,184				57,450				58,148				0.32	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
17595 Cartwright Road, Irvine CA 92614 United States
GovernmentJobs.com, Inc. (4)(7)(10)		Software		First Lien Debt		L + 5.50%			6.25	%			12/1/2028								145,966				142,206				142,025				0.79	%
300 Continental Blvd., El Segundo, CA 90245, United States
Graham Packaging Co, Inc. (10)		Containers & Packaging		First Lien Debt		L + 3.00%			3.75	%			8/4/2027								13,915				13,826				13,702				0.08	%
148 Quay Street Floor 9, Auckland Central Auckland, 1010 New Zealand
GraphPAD Software, LLC (4)(7)(11)		Software		First Lien Debt		L + 5.50%			6.50	%			4/27/2027								35,753				35,245				35,268				0.20	%
2365 Northside Dr #560, San Diego, CA 92108 United States
Great Day Improvements, LLC (4)(7)(10)		Building Products		First Lien Debt		L + 6.25%			7.26	%			12/29/2027								183,291				179,231				179,051				1.00	%
700 East Highland Road Macedonia, OH,44056 United States
Greeneden U.S. Holdings II, LLC (10)		Software		First Lien Debt		L + 4.00%			4.91	%			12/1/2027								41,626				41,752				41,613				0.23	%
2001 Junipero Serra Blvd, Daly City CA 94014 United States
Griffon Corporation (6)(9)		Building Products		First Lien Debt		SOFR + 2.75%			3.27	%			1/24/2029								2,045				2,040				2,027				0.01	%
712 Fifth Avenue 18th Floor, New York, NY, 10019, United States
Gruden Acquisition, Inc. (4)(7)(11)		Road & Rail		First Lien Debt		L + 5.25%			6.25	%			7/1/2028								82,415				80,359				81,194				0.45	%
4041 Park Oaks Blvd, Suite 200, Tampa, FL 33610, United States
Guidehouse LLP (4)(10)		Professional Services		First Lien Debt		L + 5.50%			6.25	%			10/16/2028								1,202,809				1,191,570				1,190,780				6.65	%
1730 Pennsylvania Ave NW. Washington, District of Columbia 20006 US

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Heartland Dental, LLC (8)		Health Care Providers & Services		First Lien Debt		L + 4.00%			4.45	%			4/30/2025								37,969				37,883				37,704				0.21	%
9 West 57th Street Suite 4200 New York NY 10019 United States
Helix TS, LLC (4)(7)(10)		Transportation Infrastructure		First Lien Debt		L + 5.75%			6.76	%			8/4/2027								119,331				117,176				117,018				0.65	%
114 Capital Way Christiana, TN 37037, United States
Herschend Entertainment Co, LLC (9)		Entertainment		First Lien Debt		L + 3.75%			4.25	%			8/27/2028								5,293				5,244				5,279				0.03	%
2800 West Highway 76 Branson,MO,65616 United States
Hexion Holdings Corp. (9)		Chemicals		First Lien Debt		SOFR + 4.50%			5.00	%			3/15/2029								9,835				9,590				9,638				0.05	%
180 East Broad Street, Columbus, OH, 43215, United States
HIG Orca Acquisition Holdings, Inc. (4)(7)(11)		Professional Services		First Lien Debt		L + 6.00%			7.10	%			8/17/2027								102,550				100,629				102,363				0.57	%
100 Cummings Center, Suite 206L, Beverly, MA 01915, United States
High Street Buyer, Inc. (4)(7)(10)		Insurance		First Lien Debt		L + 6.00%			6.75	%			4/14/2028								104,315				101,638				102,657				0.57	%
600 Unicorn Park Drive, Suite 208, Woburn, MA 01801 United States
Howden Group Holdings Limited (6)(10)		Insurance		First Lien Debt		L + 3.25%			4.00	%			11/12/2027								41,992				41,816				41,580				0.23	%
1 Creechurch Place, London, EC3A 5AF United Kingdom
Hoya Midco, LLC (6)(9)		Internet & Direct Marketing Retail		First Lien Debt		SOFR + 3.25%			3.75	%			2/3/2029								10,000				9,950				9,919				0.06	%
11 North Canal Street Suite 800 60606 Chicago IL US

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
HS Purchaser, LLC (10)		Software		First Lien Debt		L + 4.00%			4.75	%			11/19/2026								47,833				47,810				47,354				0.26	%
6455 City West Parkway Eden Prairie, MN United States
HUB International Limited (10)		Insurance		First Lien Debt		L + 3.25%			4.00	%			4/25/2025								43,485				43,462				43,268				0.24	%
55 East Jackson Blvd 14th Floor Chicago IL 60604 United States
HUB International Limited (8)		Insurance		First Lien Debt		L + 3.00%			3.27	%			4/25/2025								7,949				7,906				7,869				0.04	%
55 East Jackson Blvd 14th Floor Chicago IL 60604 United States
Hunter Douglas, Inc. (6)(9)		Household Durables		First Lien Debt		SOFR + 3.50%			4.00	%			2/26/2029								16,147				16,056				15,849				0.09	%
1 Blue Hill Plaza PO Box 1569, Pearl River, NY, 10965, United States
Hyland Software, Inc. (10)		Software		First Lien Debt		L + 3.50%			4.25	%			7/1/2024								30,236				30,254				30,122				0.17	%
28500 Clemens Road, Westlake OH 44145 United States
Hyperion Materials & Technologies, Inc. (9)		Chemicals		First Lien Debt		L + 4.50%			5.01	%			8/28/2028								25,207				25,118				25,058				0.14	%
6325 Huntley Road Worthington, OH, 43229 United States
IBC Capital US, LLC (6)(8)		Containers & Packaging		First Lien Debt		L + 3.75%			4.67	%			9/11/2023								18,465				18,434				18,124				0.10	%
3 Changi South Street 1, Santa United Building, #03-01 Singapore 486795
ICS US Holdings, Inc. (4)(6)(9)		Health Care Providers & Services		First Lien Debt		L + 5.25%			5.75	%			6/8/2028								35,000				33,250				34,650				0.19	%
161 Bay Street PO Box 700 Toronto,ON, M5J 2S1 Canada
Idera, Inc. (10)		Software		First Lien Debt		L + 3.75%			4.50	%			2/4/2028								53,335				53,222				52,481				0.29	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Brookhollow Ctr III, 2950 Nort Loop Freeway W, Suite 700 Houston TX 77092 United States
IG Investments Holdings, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 6.00%			7.01	%			9/22/2028								598,180				586,600				595,010				3.32	%
4170 Ashford Dunwood Road, Northeast, Ste 250 Atlanta GA 30319 United States
Illuminate Merger Sub Corp. (9)		Building Products		First Lien Debt		L + 3.50%			4.51	%			6/30/2028								30,955				30,655				30,004				0.17	%
198 Van Buren Street, Suite 200. Herndon, Virginia 20170 United States
Imperva, Inc. (11)		Software		First Lien Debt		L + 4.00%			5.00	%			1/12/2026								19,268				19,349				19,068				0.11	%
3400 Bridge Parkway Suite 200 Redwood City CA 94065 United States
Imprivata, Inc. (9)		Health Care Technology		First Lien Debt		L + 4.25%			4.75	%			12/1/2027								6,970				6,889				6,943				0.04	%
10 Maguire Road, Building 1 Suite 125 Lexington MA 02421 United States
Infinite Bidco, LLC (9)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 3.75%			4.26	%			2/24/2028								34,743				34,586				34,244				0.19	%
17792 Fitch, Irvine, CA 92614 United States
Ingram Micro, Inc. (9)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 3.50%			4.51	%			3/31/2028								21,925				21,841				21,771				0.12	%
360 North Crescent Drive, Beverly Hills CA 90210 United States
Inmar, Inc. (11)		Professional Services		First Lien Debt		L + 4.00%			5.01	%			5/1/2024								31,920				31,815				31,589				0.18	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
8150 Industrial Blvd, Breinigsville, PA 18031 United States
Inovalon Holdings, Inc. (4)(7)(10)		IT Services		First Lien Debt		L + 6.25%			7.00	%			11/24/2028								937,744				914,433				913,056				5.10	%
4321 Collington Rd, Bowie, MD 20716, United States
Instant Brands Holdings, Inc. (10)		Household Durables		First Lien Debt		L + 5.00%			5.75	%			4/12/2028								81,005				79,957				75,605				0.42	%
499 Park Avenue 21st Floor New York NY 10022 United States
Integrity Marketing Acquisition, LLC (4)(11)		Insurance		First Lien Debt		L + 5.75%			6.75	%			8/27/2025								39,658				38,712				38,919				0.22	%
2300 Highland Village Suite 300 Highland Village, TX 75077 United States
Integrity Marketing Acquisition, LLC (4)(7)(10)		Insurance		First Lien Debt		L + 5.50%			6.27	%			8/27/2025								36,762				36,257				36,526				0.20	%
2300 Highland Village Suite 300 Highland Village, TX 75077 United States
International SOS The Americas LP (4)(6)(9)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.81	%			8/5/2028								2,325				2,304				2,322				0.01	%
Chai Chee Roa, No 04-02 Viva Business Park, Blk 750 Oa Singapore, ,469000 Singapore
ION Trading Finance Ltd. (6)(8)		Software		First Lien Debt		L + 4.75%			5.21	%			3/26/2028								28,251				28,277				28,084				0.16	%
Simmonscourt Road Minerva House, 4th Floor Dublin 4, D04H9P8 Ireland
IRB Holding Corp. (4)(11)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.25%			4.25	%			12/15/2027								4,975				4,989				4,934				0.03	%
Three Glenlake Parkway Northeast Atlanta GA 30328 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
IRB Holding Corp. (8)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.00%			3.35	%			12/15/2027								51,350				51,311				51,101				0.29	%
Three Glenlake Parkway Northeast Atlanta GA 30328 United States
Ivanti Software, Inc. (10)		Software		First Lien Debt		L + 4.25%			5.00	%			12/1/2027								33,357				33,160				32,960				0.18	%
10377 South Jordan Gateway Suite 110 South Jordan UT 84095 United States
Ivanti Software, Inc. (10)		Software		First Lien Debt		L + 4.00%			4.75	%			12/1/2027								5,167				5,155				5,089				0.03	%
10377 South Jordan Gateway Suite 110 South Jordan UT 84095 United States
Jacuzzi Brands, LLC (4)(11)		Building Products		First Lien Debt		L + 6.50%			7.50	%			2/25/2025								52,938				52,455				52,938				0.30	%
3925 City Center Drive Suite 200 Chino Hills CA 91709 United States
Java Buyer, Inc. (4)(7)(10)		Commercial Services & Supplies		First Lien Debt		L + 5.75%			6.63	%			12/15/2027								139,919				136,434				136,255				0.76	%
191 4TH St W Ketchum, ID, 83340-9400 United States
Jayhawk Buyer, LLC (4)(11)		Health Care Providers & Services		First Lien Debt		L + 5.00%			6.01	%			10/15/2026								203,931				200,497				201,892				1.13	%
8717 West 110th Street, Suite 300 Overland Park, KS 66210
Jazz Pharmaceuticals, Inc. (6)(9)		Pharmaceuticals		First Lien Debt		L + 3.50%			4.00	%			4/21/2028								6,972				6,949				6,955				0.04	%
1 Burlington Road 4th Floor, Connaught House Dublin, 4 Ireland
Jones Deslauriers Insurance Management, Inc. (6)(7)(10)		Insurance		First Lien Debt		C + 4.25%			5.00	%			3/28/2028								CAD 81,727				64,148				63,531				0.35	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2375 Skymark Avenue, Mississauga, Ontario L4W 4Y6
JSS Holdings, Inc. (4)(10)		Commercial Services & Supplies		First Lien Debt		L + 6.00%			6.75	%			12/17/2028								242,741				239,233				240,921				1.35	%
180 North Stetson, 29th Floor, Chicago, IL 60601 United States
JSS Holdings, Inc. (4)(11)		Commercial Services & Supplies		First Lien Debt		L + 6.25%			7.25	%			12/17/2028								46,468				45,888				46,119				0.26	%
180 North Stetson, 29th Floor, Chicago, IL 60601 United States
Kaufman Hall & Associates, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 5.50%			6.25	%			12/14/2028								78,000				76,316				76,242				0.43	%
10 S. Wacker, Suite 3375 Chicago, Illinois 60606, United States
Knowledge Pro Buyer, Inc. (4)(7)(10)		Commercial Services & Supplies		First Lien Debt		L + 5.75%			6.50	%			12/10/2027								46,724				45,553				45,490				0.25	%
Country Squire Lane Princeton Junction NJ 8550, United States
Kodiak BP, LLC (10)		Building Products		First Lien Debt		L + 3.25%			4.00	%			2/25/2028								39,167				38,854				38,402				0.21	%
1745 Shea Center Drive Suite 130 Highlands Ranch CO 80129 United States
KPSKY Acquisition, Inc. (4)(7)(10)		Commercial Services & Supplies		First Lien Debt		L + 5.50%			6.25	%			10/19/2028								195,859				191,987				191,942				1.07	%
500 Unicorn Park 3rd Floor Woburn, MA 01801, United States
KUEHG Corp. (11)		Diversified Consumer Services		First Lien Debt		L + 3.75%			4.76	%			2/21/2025								44,181				43,652				43,595				0.24	%
650 North East Holladay Street, Portland OR 97232 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Kwor Acquisition, Inc. (4)(7)(10)		Professional Services		First Lien Debt		L + 5.25%			6.00	%			12/22/2028								88,598				87,157				87,512				0.49	%
303 Timber Creek Hammond,LA,70403 United States
L&S Mechanical Acquisition, LLC (4)(7)(10)		Building Products		First Lien Debt		L + 5.75%			6.50	%			9/1/2027								114,507				112,438				109,927				0.61	%
1101 E Arapaho Rd, Suite 190, Richardson, TX 75081, United States
LABL, Inc. (9)		Containers & Packaging		First Lien Debt		L + 5.00%			5.50	%			10/29/2028								7,125				7,022				7,051				0.04	%
375 Park Avenue 18th Floor New York,NY,10152 United States
LAH Borrower, LL (4)(10)		Diversified Consumer Services		First Lien Debt		L + 5.75%			6.50	%			10/12/2027								7,732				7,589				7,655				0.04	%
307 S. Robertson Blvd., Beverly Hills, CA 90211
LBM Acquisition, LLC (10)		Trading Companies & Distributors		First Lien Debt		L + 3.75%			4.50	%			12/17/2027								49,969				49,774				48,845				0.27	%
1000 Corporate Grove Drive, Buffalo Grove IL 60089 United States
LD Lower Holdings, Inc. (4)(7)(11)		Software		First Lien Debt		L + 6.50%			7.51	%			2/8/2026								118,690				116,812				118,690				0.66	%
8201 Greensboro Drive, Suite 717 Mclean, VA 22102-3810 United States
Learning Care Group (11)		Diversified Consumer Services		First Lien Debt		L + 3.25%			4.25	%			3/13/2025								36,742				36,131				36,256				0.20	%
21333 Haggerty Rd., Suite 300, Novi, MI 48375 United States
Legacy Intermediate, LLC (4)(5)(6)(7)(10)		Professional Services		First Lien Debt		SOFR + 5.75%			6.50	%			2/25/2028								93,600				91,234				91,196				0.51	%
3701 FAU Blvd, Suite 300, Boca Raton, FL 33431, United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Lereta, LLC (10)		Diversified Financial Services		First Lien Debt		L + 5.25%			6.00	%			7/27/2028								34,549				34,235				34,613				0.19	%
1123 Parkview Drive Covina,CA,91724 United States
Lew’s Intermediate Holdings, LLC (4)(8)		Leisure Products		First Lien Debt		SOFR + 5.00%			5.39	%			1/26/2028								31,123				30,891				30,501				0.17	%
209 Stoneridge Dr, Columbia, South Carolina 29210
LifePoint Health, Inc. (8)		Health Care Providers & Services		First Lien Debt		L + 3.75%			4.20	%			11/16/2025								37,379				37,192				37,218				0.21	%
330 Seven Springs Way, Brentwood TN 37027 United States
Lindstrom, LLC (4)(11)		Building Products		First Lien Debt		L + 6.25%			7.25	%			4/7/2025								27,906				27,701				27,906				0.16	%
2950 100th Court Northeast Blaine MN 55449 United States
Linquest Corp. (4)(7)(10)		Aerospace & Defense		First Lien Debt		L + 5.75%			6.50	%			7/28/2028								156,713				153,477				153,131				0.86	%
5140 West Goldleaf Circle, Suite 400, Los Angeles, CA 90056, United States
Liquid Tech Solutions Holdings, LLC (10)		Transportation Infrastructure		First Lien Debt		L + 4.75%			5.50	%			3/19/2028								19,239				19,155				19,191				0.11	%
79 Madison Ave #439, New York, NY 10016 United States
Livingston International, Inc. (4)(6)(10)		Air Freight & Logistics		First Lien Debt		L + 5.50%			6.51	%			4/30/2027								105,413				104,675				104,359				0.58	%
The West Mall Suite 400 Toronto ON M9C 5K7 Canada
Loar Group, Inc. (4)(11)		Aerospace & Defense		First Lien Debt		L + 7.25%			8.25	%			10/2/2023								29,346				29,346				29,346				0.16	%
450 Lexington Avenue, New York, NY 10017 United States
Loyalty Ventures, Inc. (9)		Diversified Consumer Services		First Lien Debt		L + 4.50%			5.00	%			11/3/2027								9,199				9,020				9,000				0.05	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
7500 Dallas Parkway Suite 700 Plano,TX,75024 United States
LSCS Holdings, Inc. (9)		Life Sciences Tools & Services		First Lien Debt		L + 4.50%			5.00	%			12/16/2028								15,734				15,657				15,596				0.09	%
190 North Milwaukee Street Milwaukee, WI,53202 United States
LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10)		Chemicals		First Lien Debt		L + 3.50%			4.51	%			9/29/2027								19,850				19,762				19,801				0.11	%
33 rue du Puits Romain, Bertrange, L-8070 Luxembourg
LTI Holdings, Inc. (8)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 3.50%			3.96	%			9/6/2025								4,987				4,971				4,883				0.03	%
600 South McClure Road, Modesto, CA, 95357, United States
Lucid Energy Group II Borrower, LLC (10)		Oil, Gas & Consumable Fuels		First Lien Debt		L + 4.25%			5.00	%			11/24/2028								14,983				14,838				14,878				0.08	%
3100 McKinnon St Suite 800 Dallas,TX,75201 United States
Lucky Bucks, LLC (10)		Leisure Products		First Lien Debt		L + 5.50%			6.25	%			7/21/2027								57,275				56,242				56,201				0.31	%
5820 Live Oak Parkway Suite 300 Norcross,GA,30071 United States
Lytx, Inc. (4)(11)		Technology Hardware, Storage & Peripherals		First Lien Debt		L + 6.75%			7.75	%			2/28/2026								46,246				46,330				45,783				0.26	%
9785 Towne Centre Drive San Diego CA 92121 United States
MA FinanceCom, LLC (6)(11)		Software		First Lien Debt		L + 4.25%			5.25	%			6/5/2025								4,543				4,597				4,513				0.03	%
22-30 Old Bath Road The Lawn, Berkshire Newbury, RG14 1QN United Kingdom

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Mad Engine Global, LLC (4)(11)		Textiles, Apparel & Luxury Goods		First Lien Debt		L + 7.00%			8.00	%			6/30/2027								26,663				26,067				25,729				0.14	%
6740 Cobra Way, San Diego, CA, 92121 United States
Madison IAQ, LLC (9)		Electrical Equipment		First Lien Debt		L + 3.25%			4.52	%			6/16/2028								39,997				39,554				39,480				0.22	%
500 W Madison St #3890, Chicago IL United States
MAG DS Corp. (11)		Aerospace & Defense		First Lien Debt		L + 5.50%			6.51	%			4/1/2027								10,700				10,541				9,737				0.05	%
3580 Groupe Drive Suite 200 Woodbridge VA 22192 United States
Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9)		Software		First Lien Debt		L + 3.75%			4.25	%			7/6/2028								78,217				77,059				76,935				0.43	%
Nova Tower 1, 1 Allegheny Square, Suite 800, Pittsburgh, PA 15212, United States
MAR Bidco Sarl (6)(9)		Containers & Packaging		First Lien Debt		L + 4.25%			5.26	%			4/20/2028								3,797				3,779				3,754				0.02	%
320 Stewart Rd, Wilkes-Barre, PA 18706 United States
Maravai Intermediate Holdings, LLC (6)(11)		Life Sciences Tools & Services		First Lien Debt		L + 3.75%			4.75	%			10/19/2027								1,973				1,994				1,966				0.01	%
10770 Wateridge Circle Suite 200. San Diego, CA 92121 United States
Marcone Yellowstone Buyer, Inc. (4)(7)(10)		Distributors		First Lien Debt		L + 5.50%			6.25	%			12/23/2028								88,051				86,176				86,312				0.48	%
One City Place Ste 400 St Louis MO 63141, United States
Material Holdings, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 5.75%			6.76	%			8/19/2027								248,673				244,016				243,483				1.36	%
27 Provost Street, London, N1 7NH, United Kingdom

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Maverick Acquisition, Inc. (4)(5)(7)(11)		Aerospace & Defense		First Lien Debt		L + 6.00%			7.01	%			6/1/2027								49,082				48,005				48,430				0.27	%
3063 Philmont Ave B, Huntingdon Valley, PA 19006 United States
MaxGen Energy Services Corporation (4)(11)		Commercial Services & Supplies		First Lien Debt		L + 4.75%			5.75	%			6/2/2027								83,615				81,731				81,524				0.46	%
1690 Scenic Ave, Costa Mesa, CA 92626 United States
McCarthy & Stone PLC (5)(6)(8)		Real Estate Management & Development		First Lien Debt		7.00%			7.00	%			12/16/2025							£	20,000				28,011				26,010				0.15	%
2711 North Haskell Avenue Suite 1700 Dallas TX 75204 United States
McGraw-Hill Education, Inc. (9)		Media		First Lien Debt		L + 4.75%			5.55	%			7/28/2028								28,718				28,452				28,462				0.16	%
2 Penn Plaza 20th Floor New York, NY,10121 United States
Medallia, Inc. (4)(7)(10)		Software		First Lien Debt		L + 6.75% PIK			7.50	%			10/29/2028								752,505				738,055				737,232				4.12	%
200 W 41st St, New York, NY 10036, United States
Medical Knowledge Group, LLC (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			2/1/2029								164,529				160,649				161,238				0.90	%
One World Trade Center 285 Fulton Street, 84th Floor New York, NY 10007
Metis Buyer, Inc. (10)		Auto Components		First Lien Debt		L + 4.00%			4.75	%			5/4/2028								49,625				48,436				49,432				0.28	%
358 Saw Mill River Rd, Millwood, NY 10546 United States
Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan		Auto Components		First Lien Debt		L + 3.75%			4.22	%			5/4/2028								5,400				5,234				5,291				0.03	%
358 Saw Mill River Rd, Millwood, NY 10546 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
MH Sub I, LLC (11)		Interactive Media & Services		First Lien Debt		L + 3.75%			4.75	%			9/13/2024								45,058				45,132				44,639				0.25	%
909 North Pacific Coast Highway, 11th Floor El Segundo CA 90245 United States
MH Sub I, LLC (8)		Interactive Media & Services		First Lien Debt		L + 3.50%			3.96	%			9/13/2024								9,974				9,937				9,869				0.06	%
909 North Pacific Coast Highway, 11th Floor El Segundo CA 90245 United States
MHE Intermediate Holdings, LLC (4)(5)(7)(11)		Machinery		First Lien Debt		L + 5.75%			7.04	%			7/21/2027								9,919				9,726				9,707				0.05	%
3235 Levis Common Blvd. Perrysburg, OH 43551
Mi Windows and Doors, LLC (11)		Building Products		First Lien Debt		SOFR + 3.50%			4.50	%			12/18/2027								15,139				15,176				14,982				0.08	%
650 West Market Street, Gratz, PA 17030 United States
Mic Glen, LLC (9)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.50%			4.00	%			7/21/2028								24,468				24,389				24,188				0.14	%
88 S State St, Hackensack, NJ 07601 United States
Midwest Physician Administrative Services, LLC (10)		Health Care Providers & Services		First Lien Debt		L + 3.25%			4.26	%			3/5/2028								19,328				19,248				19,118				0.11	%
1100 West 31st Street Suite 300 Downers Grove IL 60515 United States
Minotaur Acquisition, Inc. (8)		Professional Services		First Lien Debt		L + 4.75%			5.21	%			3/27/2026								18,518				18,512				18,381				0.10	%
2001 Spring Road, Suite 700 Oak Brook, Illinois 60523 United States
Mitchell International, Inc. (9)		Diversified Financial Services		First Lien Debt		L + 3.75%			4.25	%			10/15/2028								62,979				62,423				62,060				0.35	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
6220 Greenwich Drive, San Diego CA 92122 United States
Mitratech Holdings, Inc. (5)(10)		Software		First Lien Debt		L + 3.75%			4.50	%			5/18/2028								16,958				16,883				16,788				0.09	%
5001 Plaza on the Lake #111 Austin, TX 78746
Mode Purchaser, Inc. (4)(11)		Air Freight & Logistics		First Lien Debt		L + 6.25%			7.25	%			12/9/2026								204,561				200,323				204,561				1.14	%
17330 Preston Rd., Suite 200 C Dallas, TX 75252 United States
Monk Holding Co. (4)(7)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			12/1/2027								92,268				89,618				89,533				0.50	%
5473 Morris Hunt Dr Fort Mill, SC, 29708-6523 United States
Motion Finco, LLC (6)(8)		Leisure Products		First Lien Debt		L + 3.25%			4.26	%			11/12/2026								4,988				4,929				4,912				0.03	%
2-4, rue Eugene Ruppert, Luxembourg, L-2453
Mozart Borrower LP (9)		Health Care Equipment & Supplies		First Lien Debt		L + 3.25%			3.75	%			9/20/2028								34,000				33,235				33,700				0.19	%
1 Medline Place Mundelein,IL,60060 United States
MRI Software, LLC (7)(11)		Software		First Lien Debt		L + 5.50%			6.51	%			2/10/2026								20,027				19,914				19,902				0.11	%
28925 Fountain Parkway Solon OH 44139 United States
Naked Juice, LLC (9)		Beverages		First Lien Debt		SOFR + 3.25%			3.90	%			1/24/2029								24,835				24,726				24,480				0.14	%
1333 S Mayflower Ave Ste 100 Monrovia, CA, 91016-5265 United States
National Intergovernmental Purchasing Alliance Co. (8)		Professional Services		First Lien Debt		L + 3.50%			4.51	%			5/23/2025								15,032				14,993				14,807				0.08	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
840 Crescent Centre Drive Suite 600 Franklin TN 37067 United States
National Mentor Holdings, Inc. (10)		Health Care Providers & Services		First Lien Debt		L + 3.75%			4.76	%			2/18/2028								11,797				11,781				11,445				0.06	%
313 Congress Street 5th Floor Boston MA 02210 United States
Navigator Acquiror, Inc. (4)(7)(9)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.25	%			7/16/2027								377,484				374,182				377,484				2.11	%
311 South Wacker Drive, 64th Floor, Chicago, IL 60606, United States
NDC Acquisition Corp. (4)(7)(11)		Distributors		First Lien Debt		L + 5.75%			6.76	%			3/9/2027								22,275				21,693				22,018				0.12	%
402 BNA Drive, Suite 500, Nashville, TN 37217
Netsmart Technologies, Inc. (10)		Health Care Technology		First Lien Debt		L + 4.00%			4.75	%			10/1/2027								24,805				24,904				24,743				0.14	%
11100 Nall Avenue, Overland Park KS 66211 United States
New Arclin US Holding Corp. (6)(7)(9)		Building Products		First Lien Debt		L + 3.75%			4.25	%			10/2/2028								28,862				28,761				28,103				0.16	%
1000 Holcomb Woods Parkway Suite 342 Roswell GA 30076 United States
NFP Corp. (8)		Insurance		First Lien Debt		L + 3.25%			3.71	%			2/15/2027								33,169				32,849				32,630				0.18	%
340 Madison Avenue 20th Floor New York NY 10173 United States
NIC Acquisition Corp. (10)		Chemicals		First Lien Debt		L + 3.75%			4.76	%			12/29/2027								11,228				11,231				10,947				0.06	%
150 Dascomb Road Andover, MA 01810
Nintex Topco Limited (4)(6)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			11/13/2028								686,605				673,602				672,873				3.76	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
10800 NE 8th Street, Suite 400 Bellevue, WA 98004 USA
NMC Crimson Holdings, Inc. (4)(7)(10)		Health Care Technology		First Lien Debt		L + 6.00%			6.75	%			3/1/2028								71,173				68,971				69,991				0.39	%
1050 Winter Street, Suite 2700 Waltham, MA 02451
NMSC Holdings, Inc. (10)		Health Care Providers & Services		First Lien Debt		SOFR + 5.25%			6.15	%			2/23/2029								15,000				14,850				14,841				0.08	%
68 South Service Road Suite 350, Melville, NY, 11747, United States
NortonLifeLock, Inc. (6)(9)		Software		First Lien Debt		SOFR + 2.00%			2.50	%			1/27/2029								31,714				31,556				31,364				0.18	%
60 East Rio Salado Parkway Suite 1000, Tempe, AZ, 8528, United States
Novolex, Inc. (9)		Containers & Packaging		First Lien Debt		SOFR + 4.25%			4.75	%			4/13/2029								106,808				104,138				104,138				0.58	%
101 E Carolina Ave Hartsville, SC 29550
Numericable US, LLC (6)(8)		Diversified Telecommunication Services		First Lien Debt		L + 3.69%			3.93	%			1/31/2026								5,000				4,939				4,892				0.03	%
5, rue Eugène Ruppert L - 2453 Luxembourg LU
Numericable US, LLC (6)(8)		Diversified Telecommunication Services		First Lien Debt		L + 4.00%			4.51	%			8/14/2026								43,791				43,777				43,002				0.24	%
5, rue Eugène Ruppert L - 2453 Luxembourg LU
Odyssey Holding Company, LLC (4)(11)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.75	%			11/16/2025								63,649				63,250				63,013				0.35	%
100 Winners Circle Suite 440 Brentwood, TN 37027 United States
Olympus Water US Holding Corp. (9)		Chemicals		First Lien Debt		L + 3.75%			4.81	%			9/21/2028								13,811				13,781				13,479				0.08	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
360 North Crescent Drive Beverly Hills,CA,90210 United States
Onex Baltimore Buyer, Inc. (4)(7)(10)		Commercial Services & Supplies		First Lien Debt		L + 5.75%			6.50	%			12/1/2027								260,796				255,538				255,643				1.43	%
712 Fifth Avenue New York, NY 10019 U.S.A.
Onex TSG Intermediate Corp. (6)(10)		Health Care Providers & Services		First Lien Debt		L + 4.75%			5.50	%			2/28/2028								23,198				23,023				23,061				0.13	%
200 Corporate Boulevard, Lafayette LA 70508 United States
Oxea Corporation (6)(8)		Chemicals		First Lien Debt		L + 3.25%			3.69	%			10/14/2024								6				6				6				0.00	%
15375 Memorial Drive, West Memorial Place I, Suite 300, Houston, TX, 77079, United States
Packaging Coordinators Midco, Inc. (10)		Life Sciences Tools & Services		First Lien Debt		L + 3.75%			4.76	%			11/30/2027								13,709				13,676				13,655				0.08	%
3001 Red Lion Road Philadelphia,PA,19114 United States
Padagis, LLC (6)(9)		Pharmaceuticals		First Lien Debt		L + 4.75%			5.72	%			7/6/2028								24,371				24,300				24,234				0.14	%
1251 Lincoln Rd Allegan, MI 49010 United States
Park Place Technologies, LLC (11)		IT Services		First Lien Debt		L + 5.00%			6.00	%			11/10/2027								42,255				41,403				42,132				0.24	%
5910 Landerbrook Drive, Mayfield Heights, OH 44124
Park River Holdings, Inc. (10)		Trading Companies & Distributors		First Lien Debt		L + 3.25%			4.22	%			12/28/2027								69,534				68,374				68,113				0.38	%
1 E. 4TH Street Suite 1400, Cincinnati, OH, 45202 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Pathway Vet Alliance, LLC (8)		Health Care Providers & Services		First Lien Debt		L + 3.75%			4.21	%			3/31/2027								20,932				20,848				20,762				0.12	%
4225 Guadalupe Street Austin, TX 78751 United States
Paya Holdings III, LLC (4)(5)(6)(7)(10)		Software		First Lien Debt		L + 3.25%			4.26	%			6/16/2028								9,453				9,297				9,345				0.05	%
303 Perimeter Center N Suite 600. Atlanta, Georgia 30346 United States
Peak Utility Services Group, Inc. (4)(7)(11)		Construction & Engineering		First Lien Debt		L + 5.00%			6.00	%			2/26/2028								23,569				23,338				23,415				0.13	%
310 Interlocken Parkway Suite 220 Broomfield CO 80021 United States
PECF USS Intermediate Holding III Corp. (9)		Commercial Services & Supplies		First Lien Debt		L + 4.25%			4.76	%			12/15/2028								30,765				30,779				30,532				0.17	%
118 Flanders Rd Westborough, MA 01581
Pediatric Associates Holding Co., LLC (7)(9)		Health Care Providers & Services		First Lien Debt		L + 3.25%			3.75	%			2/7/2029								5,375				5,336				5,317				0.03	%
900 South Pine Island Road Suite 800, Plantation, FL, 33324, United States
Peraton Corp. (10)		Aerospace & Defense		First Lien Debt		L + 3.75%			4.50	%			2/1/2028								81,357				81,144				80,950				0.45	%
12975 Worldgate Drive, Herndon VA 20170 United States
Perforce Software, Inc. (8)		Software		First Lien Debt		L + 3.75%			4.21	%			7/1/2026								38,769				38,538				38,387				0.21	%
2320 Blanding Avenue, Alameda CA 94501 United States
Petco Health & Wellness Co, Inc. (10)		Specialty Retail		First Lien Debt		L + 3.25%			4.26	%			2/24/2028								4,894				4,883				4,855				0.03	%
10850 Via Frontera, San Diego CA 92127 United States
PetSmart, Inc. (5)(10)		Specialty Retail		First Lien Debt		L + 3.75%			4.50	%			2/11/2028								3,278				3,251				3,272				0.02	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
19601 N 27th Ave, Phoenix, AZ, 85027-4010 United States
PetVet Care Centers, LLC (10)		Health Care Providers & Services		First Lien Debt		L + 3.50%			4.25	%			2/14/2025								54,824				54,787				54,636				0.31	%
1 Gorham Island, Westport CT 06880 United States
PGIS Intermediate Holdings, LLC (4)(7)(10)		Insurance		First Lien Debt		L + 5.50%			6.25	%			10/14/2028								66,321				64,736				64,708				0.36	%
5704 Binbranch Ln McKinney, TX, 75071-8475 United States
Phoenix Guarantor, Inc. (6)(8)		Health Care Providers & Services		First Lien Debt		L + 3.25%			3.71	%			3/5/2026								4,742				4,746				4,697				0.03	%
805 N. Whittington Parkway, Louisville, Kentucky 40222 United States
Phoenix Guarantor, Inc. (6)(8)		Health Care Providers & Services		First Lien Debt		L + 3.50%			3.95	%			3/5/2026								18,041				18,044				17,877				0.10	%
805 N. Whittington Parkway, Louisville, Kentucky 40222 United States
Phoenix Services Merger Sub, LLC (11)		Machinery		First Lien Debt		L + 3.75%			4.75	%			3/1/2025								5,923				5,904				5,740				0.03	%
805 North Whittington Parkway Louisville, KY 40222 United States
Point Broadband Acquisition, LLC (4)(7)(11)		Diversified Telecommunication Services		First Lien Debt		L + 6.00%			7.00	%			10/1/2028								161,770				157,166				156,813				0.88	%
617 E. Lake St. Stanton, MI 48888 United States
Polaris Newco, LLC (9)		Diversified Financial Services		First Lien Debt		L + 4.00%			4.50	%			6/2/2028								29,732				29,714				29,558				0.17	%
1500 Solana Blvd, Ste 6300 Roanoke, TX 76262-1713

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Polymer Additives, Inc. (8)		Chemicals		First Lien Debt		L + 6.00%			6.30	%			7/31/2025								30,342				28,382				29,179				0.16	%
5929 Lakeside Blvd Indianapolis IN 46278 United States
Polyphase Elevator Holding Co. (4)(7)(11)		Commercial Services & Supplies		First Lien Debt		L + 5.50%			6.50	%			12/21/2027								25,877				25,489				25,228				0.14	%
60 Shawmut Road, Suite 1 Canton, MA 02021
Porcelain Acquisition Corp. (4)(7)(11)		Trading Companies & Distributors		First Lien Debt		L + 5.75%			6.75	%			4/30/2027								83,553				80,941				82,377				0.46	%
20 Sanker Road, Dickson, TN 37055 United States
Pre-Paid Legal Services, Inc. (9)		Diversified Consumer Services		First Lien Debt		L + 3.75%			4.25	%			5/1/2025								41,516				41,162				41,071				0.23	%
1 Pre-Paid Way, Ada OK 74820 United States
Presidio, Inc. (8)		Electronic Equipment, Instruments & Components		First Lien Debt		L + 3.50%			3.81	%			1/22/2027								7,980				7,993				7,940				0.04	%
1 Penn Plaza Suite 2832, New York, NY, 10119, United States
Pretium PKG Holdings, Inc. (9)		Containers & Packaging		First Lien Debt		L + 4.00%			4.50	%			8/27/2028								23,829				23,422				23,199				0.13	%
15450 South Outer Forty Drive Suite 120 Chesterfield,MO,63017 United States
Prime Security Service Borrower, LLC (10)		Diversified Consumer Services		First Lien Debt		L + 2.75%			3.50	%			9/23/2026								4,987				4,987				4,958				0.03	%
1035 North 3rd Street, Suite 10 Lawrence, KS, 66044, United States
Pro Mach Group, Inc. (7)(11)		Machinery		First Lien Debt		L + 4.00%			5.00	%			8/31/2028								27,257				27,239				27,168				0.15	%
50 East Rivercenter Blvd Suite 1800 Covington KY 41011 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
ProAmpac PG Borrower, LLC (10)		Containers & Packaging		First Lien Debt		L + 3.75%			4.55	%			11/3/2025								40,309				40,363				39,513				0.22	%
12025 Tricon Road, Cincinnati, OH 45246 United States
Prodege International Holdings, LLC (4)(7)(10)		Internet & Direct Marketing Retail		First Lien Debt		L + 5.75%			6.58	%			12/15/2027								520,061				509,079				508,814				2.84	%
100 North Pacific Coast Highway, 8th Floor El Segundo,CA,90245 United States
Profile Products, LLC (4)(7)(10)		Paper & Forest Products		First Lien Debt		L + 5.50%			6.25	%			11/12/2027								116,622				113,905				113,720				0.64	%
219 Simpson St SW Conover, NC, 28613-8207 United States
Progress Residential PM Holdings, LLC (4)(7)(10)		Real Estate Management & Development		First Lien Debt		L + 6.25%			7.00	%			2/16/2028								70,324				68,819				69,445				0.39	%
7500 N Dobson Rd., Suite 300 Scottsdale, AZ 85256
Project Alpha Intermediate Holding, Inc. (8)		Software		First Lien Debt		L + 4.00%			4.30	%			4/26/2024								48,658				48,731				48,424				0.27	%
211 South Gulph Road, Suite 500, King of Prussia, PA 19406 United States
Project Boost Purchaser, LLC (8)		Interactive Media & Services		First Lien Debt		L + 3.50%			3.96	%			6/1/2026								8,468				8,457				8,394				0.05	%
11660 Alpharetta Highway Suite 210 Roswell, GA 30076 United States
Project Boost Purchaser, LLC (9)		Interactive Media & Services		First Lien Debt		L + 3.50%			4.00	%			6/1/2026								15,427				15,421				15,298				0.09	%
11660 Alpharetta Highway Suite 210 Roswell, GA 30076 United States
Project Leopard Holdings, Inc. (11)		Software		First Lien Debt		L + 4.75%			5.75	%			7/7/2024								25,722				25,772				25,645				0.14	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
300 North La Salle Street, Suite 4350, Chicago, IL 60654 United States
Project Ruby Ultimate Parent Corp. (10)		Health Care Technology		First Lien Debt		L + 3.25%			4.00	%			3/3/2028								8,525				8,487				8,453				0.05	%
11711 West 79th Street Lenexa, Kansas 62214
Proofpoint, Inc. (5)(9)		Software		First Lien Debt		L + 3.25%			3.76	%			8/31/2028								8,983				8,945				8,980				0.05	%
892 Ross Drive, Sunnyvale CA 94089 United States
PSKW Intermediate, LLC (4)(11)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.25	%			3/9/2026								22,050				22,050				22,050				0.12	%
The Crossings at Jefferson Park, 200 Jefferson Park, Whippany, NJ 07981 United States
Qualus Power Services Corp. (4)(7)(11)		Electric Utilities		First Lien Debt		L + 5.50%			6.50	%			3/26/2027								48,835				47,727				48,217				0.27	%
4040 Rev Drive Cincinatti, OH 45232
Quantum Bidco, Ltd. (6)(8)		Food Products		First Lien Debt		S + 6.00%			6.00	%			2/5/2028							£	18,500				24,511				23,705				0.13	%
12 St James’s Square, St. James’s, London SW1Y 4LB
Quest Software US Holdings, Inc. (6)(9)		Software		First Lien Debt		SOFR + 4.25%			4.75	%			5/16/2025								27,951				27,696				27,573				0.15	%
4 Polaris Way, Aliso Viejo CA 92656 United States
R1 Holdings, LLC (4)(7)(11)		Air Freight & Logistics		First Lien Debt		L + 6.00%			7.00	%			1/2/2026								38,652				38,611				38,652				0.22	%
One Kellaway Drive Randolph, MA 02368 United States
Radiate Holdco, LLC (10)		Media		First Lien Debt		L + 3.25%			4.00	%			9/25/2026								50,842				50,696				50,483				0.28	%
650 College Road East, Suite 3100, Princeton, NJ 08540 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Radnet, Inc. (6)(10)		Health Care Providers & Services		First Lien Debt		L + 3.00%			3.75	%			4/22/2028								4,887				4,866				4,829				0.03	%
3830 Park Ave, Edison, NJ 08820 United States
Radwell International, LLC (4)(6)(7)(10)		Electrical Equipment		First Lien Debt		L + 5.25%			6.00	%			7/13/2027								329,946				328,617				329,946				1.84	%
Unit D, Dalewood Road, Lymedale Business Park, Newcastle Under Lyme, ST5 9QZ, United Kingdom
Razor Holdco, LLC (4)(10)		IT Services		First Lien Debt		L + 5.75%			6.50	%			10/25/2027								190,722				187,183				186,908				1.04	%
26 Meadow VW, Victoria, TX, 77904-1676, United States
RealPage, Inc. (9)		Software		First Lien Debt		L + 3.25%			3.75	%			4/24/2028								26,932				26,721				26,663				0.15	%
4000 International Parkway, Carrollton, TX, 75007, United States
Recess Holdings, Inc. (11)		Leisure Products		First Lien Debt		L + 3.75%			4.75	%			9/30/2024								19,819				19,797				19,522				0.11	%
544 Chestnut Street Chattanooga, TN 37402 United States
Recorded Books, Inc. (8)		Entertainment		First Lien Debt		L + 4.00%			4.39	%			8/29/2025								38,615				38,586				38,390				0.21	%
270 Skipjack Road, Prince Frederick MD 20678 United States
Recycle & Resource US, LLC (6)(9)		Commercial Services & Supplies		First Lien Debt		L + 3.50%			4.50	%			7/8/2028								5,206				5,171				5,167				0.03	%
305 Parramatta Road Auburn,NSW 2144 Australia
Red Planet Borrower, LLC (9)		Interactive Media & Services		First Lien Debt		L + 3.75%			4.76	%			10/2/2028								23,940				23,797				23,676				0.13	%
1255 Battery St., Suite 500 San Francisco California 94111 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Red River Technology, LLC (4)(7)(11)		IT Services		First Lien Debt		L + 6.00%			7.00	%			5/26/2027								150,444				148,184				142,170				0.79	%
875 3rd Avenue, New York NY 10022 United States
Refficiency Holdings, LLC (7)(10)		Construction & Engineering		First Lien Debt		L + 3.75%			4.50	%			12/31/2027								12,642				12,584				12,498				0.07	%
1601 Las Plumas Ave San Jose, CA, 95133-1613 United States
Relativity ODA, LLC (4)(7)(11)		Software		First Lien Debt		L + 6.50% PIK			7.50	%			5/12/2027								44,868				43,869				44,121				0.25	%
231 South LaSalle Street, 8th Floor, Chicago, IL 60604 United States
Relay Purchaser, LLC (4)(7)(10)		Electrical Equipment		First Lien Debt		L + 6.00%			6.75	%			8/30/2028								199,616				195,706				196,835				1.10	%
517 Lyons Avenue, Irvington, NJ 07111, United States
Resolute Investment Managers, Inc. (11)		Capital Markets		First Lien Debt		L + 4.25%			5.25	%			4/30/2024								12,453				12,497				12,383				0.07	%
220 E. Las Colinas Blvd., Suite 1200 Irving, Texas 75039
Resonetics, LLC (10)		Health Care Equipment & Supplies		First Lien Debt		L + 4.00%			4.75	%			4/28/2028								26,857				26,812				26,639				0.15	%
800 Boylston Street Suite 3325 Boston MA 02199 United States
Reverb Buyer, Inc. (7)(9)		Health Care Providers & Services		First Lien Debt		L + 3.50%			4.00	%			11/1/2028								29,792				29,665				29,574				0.17	%
3901 Centerview Drive Suite L Chantilly,VA,20151 United States
Revspring, Inc. (8)		Commercial Services & Supplies		First Lien Debt		L + 4.25%			5.26	%			10/11/2025								15,414				15,302				15,226				0.09	%
38705 Seven Mile Road Suite 450 Livonia MI 48152 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Rhea Parent, Inc. (4)(5)(10)		Pharmaceuticals		First Lien Debt		SOFR + 5.75%			6.50	%			2/18/2029								206,500				202,438				202,370				1.13	%
Avenue Einstein 8 1300 Wavre Belgium
Rinchem Company, LLC (4)(9)		Diversified Consumer Services		First Lien Debt		SOFR + 4.50%			5.00	%			2/2/2029								4,045				4,025				4,035				0.02	%
6133 Edith Blvd Northeast, Albuquerque, NM, 87107, United States
Ring Container Technologies Group, LLC (9)		Containers & Packaging		First Lien Debt		L + 3.75%			4.27	%			8/12/2028								8,978				8,927				8,865				0.05	%
1 Industrial Park Road, Oakland, TN, 38060, United States
Roadsafe Holdings, Inc. (4)(7)(11)		Transportation Infrastructure		First Lien Debt		L + 5.75%			6.75	%			10/19/2027								119,069				116,746				117,339				0.66	%
3331 Street Rd #430, Bensalem, PA 19020 United States
Rocket Software, Inc. (8)		Software		First Lien Debt		L + 4.25%			4.71	%			11/28/2025								26,473				26,469				26,184				0.15	%
77 4th Avenue, Waltham MA 02451 United States
Rocket Software, Inc. (9)		Software		First Lien Debt		L + 4.25%			4.75	%			11/28/2025								28,240				28,004				27,923				0.16	%
77 4th Avenue, Waltham MA 02451 United States
RSC Acquisition, Inc. (4)(5)(6)(7)(10)		Insurance		First Lien Debt		L + 5.50%			6.25	%			10/30/2026								23,972				23,512				23,723				0.13	%
160 Federal Street, Boston, MA 02110
Runner Buyer, Inc. (10)		Specialty Retail		First Lien Debt		L + 5.50%			6.25	%			10/20/2028								80,000				78,447				76,800				0.43	%
8 Santa Fe Way Cranbury,NJ,8512 United States
RWL Holdings, LLC (4)(7)(10)		Air Freight & Logistics		First Lien Debt		SOFR + 5.75%			6.50	%			12/31/2028								218,835				214,088				213,878				1.19	%
767 5th Ave #4200, New York, 10153, United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
S&S Holdings, LLC (9)		Textiles, Apparel & Luxury Goods		First Lien Debt		L + 5.00%			5.80	%			3/4/2028								6,478				6,351				6,259				0.03	%
26748 Alsace Dr, Calabasas, CA, 91302-3450 United States
S2P Acquisition Borrower, Inc. (6)(8)		Software		First Lien Debt		L + 4.00%			4.46	%			8/14/2026								15,444				15,480				15,381				0.09	%
3020 Carrington Mill Blvd Suite 100, Morrisville, NC 27560 United States
Sabre GLBL, Inc. (6)(9)		IT Services		First Lien Debt		L + 3.50%			4.00	%			12/17/2027								36,136				35,802				35,797				0.20	%
3150 Sabre Drive Southlake,TX,76092 United States
Safety Borrower Holdings LP (4)(7)(11)		Transportation Infrastructure		First Lien Debt		L + 5.75%			6.75	%			9/1/2027								38,499				38,090				38,047				0.21	%
8814 Horizon Blvd, Northeast, Suite 100, Albuquerque, NM 87113, United States
Sam Holding Co, Inc. (4)(7)(11)		Transportation Infrastructure		First Lien Debt		L + 5.50%			6.50	%			9/24/2027								152,935				149,353				150,159				0.84	%
7414 Circle17 South, Sebring, FL 33876, United States
Scientific Games Holdings LP (9)		Hotels, Restaurants & Leisure		First Lien Debt		SOFR + 3.50%			4.00	%			2/4/2029								7,250				7,232				7,194				0.04	%
1500 Bluegrass Lakes Parkway, Alpharetta, GA 30004
SCIH Salt Holdings, Inc. (10)		Metals & Mining		First Lien Debt		L + 4.00%			4.75	%			3/16/2027								37,730				37,556				37,184				0.21	%
10955 Lowell Ave Ste 500 Overland Park KS 66210 United States
Sedgwick Claims Management Services, Inc. (6)(11)		Diversified Financial Services		First Lien Debt		L + 4.25%			5.25	%			9/3/2026								2,437				2,460				2,427				0.01	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
8125 Sedgwick Way, Memphis TN 38125 United States
Sedgwick Claims Management Services, Inc. (6)(8)		Diversified Financial Services		First Lien Debt		L + 3.25%			3.71	%			12/31/2025								38,879				38,685				38,621				0.22	%
8125 Sedgwick Way, Memphis TN 38125 United States
SEKO Global Logistics Network, LLC (4)(11)		Air Freight & Logistics		First Lien Debt		E + 5.00%			6.00	%			12/30/2026							€	35,393				40,409				39,181				0.22	%
1100 N. Arlington Heights Rd., Itasca, IL 60143
SEKO Global Logistics Network, LLC (4)(7)(11)		Air Freight & Logistics		First Lien Debt		L + 5.00%			6.00	%			12/30/2026								99,729				98,548				99,519				0.56	%
1100 N. Arlington Heights Rd., Itasca, IL 60143
SelectQuote, Inc. (4)(7)(10)		Diversified Financial Services		First Lien Debt		L + 5.00%			5.75	%			11/5/2024								277,238				275,479				258,334				1.44	%
6800 West 115th Street Suite 2511 Overland Park KS 66211 United States
SG Acquisition, Inc. (4)(9)		Insurance		First Lien Debt		L + 5.00%			6.01	%			1/27/2027								145,946				145,411				145,946				0.82	%
2635 Century Parkway Northeast Suite 900 Atlanta GA 30345 United States
Sharp Midco, LLC (4)(9)		Pharmaceuticals		First Lien Debt		L + 4.00%			5.01	%			12/14/2028								5,323				5,310				5,303				0.03	%
7451 Keebler Way, Allentown, PA 18106
Sherlock Buyer Corp. (4)(7)(10)		Professional Services		First Lien Debt		L + 5.75%			6.50	%			12/8/2028								34,551				33,700				33,660				0.19	%
1180 Welsh Rd # 110 North Wales, PA, 19454-2053 United States
Shoals Holdings, LLC (4)(11)		Electrical Equipment		First Lien Debt		L + 3.25%			4.25	%			11/25/2026								11,349				11,124				11,405				0.06	%
1400 Shoals Way Portland, TN 37148

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Shutterfly, LLC (10)		Internet & Direct Marketing Retail		First Lien Debt		SOFR + 5.00%			5.75	%			9/25/2026								160,969				159,417				148,413				0.83	%
2800 Bridge Parkway Redwood City CA 94065 United States
Situs-AMC Holdings Corporation (4)(10)		Capital Markets		First Lien Debt		SOFR + 5.75%			6.50	%			12/22/2027								110,000				108,950				108,900				0.61	%
5065 Westheimer Suite 700E Houston,TX,77056 United States
Smile Doctors, LLC (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			12/1/2028								434,031				424,337				424,442				2.37	%
295 SE Inner Loop Ste 102 Georgetown, TX, 78626-2141 United States
Snacking Investments US, LLC (6)(11)		Food Products		First Lien Debt		L + 4.00%			5.00	%			12/18/2026								4,970				5,000				4,914				0.03	%
2 Henry St, North City, Dublin 1, D01 C3Y9, Ireland
Snoopy Bidco, Inc. (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 6.00%			6.75	%			6/1/2028								396,000				383,661				392,325				2.19	%
8039 Beach Blvd, Buena Park, CA United States
Sophia LP (9)		Software		First Lien Debt		L + 3.25%			3.75	%			10/7/2027								6,982				6,845				6,927				0.04	%
2003 Edmund Halley Dr Reston, VA, 20191-3496 United States
Sovos Compliance, LLC (7)(9)		Software		First Lien Debt		L + 4.50%			5.00	%			7/29/2028								32,536				32,527				32,536				0.18	%
200 Ballardvale Street 4th Floor Wilmington,MA,1887 United States
Specialty Building Products Holdings, LLC (9)		Trading Companies & Distributors		First Lien Debt		L + 3.75%			4.25	%			10/15/2028								30,263				30,195				29,611				0.17	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2160 Satellite Blvd Suite 450 Duluth, GA, 30097 United States
SpecialtyCare, Inc. (4)(7)(11)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.75	%			6/18/2028								69,103				67,041				67,528				0.38	%
111 Radio Circle, Mount Kisco NY 10549 United States
Spin Holdco Inc. (10)		Commercial Services & Supplies		First Lien Debt		L + 4.00%			4.75	%			3/1/2028								25,370				25,266				25,220				0.14	%
303 Sunnyside Blvd Suite 70 Plainview NY 11803 United States
Spitfire Parent, Inc. (4)(11)		Software		First Lien Debt		E + 5.50%			6.50	%			3/11/2027							£	19,354				23,001				21,319				0.12	%
10161 Park Run Drive, Suite 150, Las Vegas, Nevada
Spitfire Parent, Inc. (4)(7)(11)		Software		First Lien Debt		L + 5.50%			6.60	%			3/11/2027								106,200				104,262				105,000				0.59	%
10161 Park Run Drive, Suite 150, Las Vegas, Nevada
SPX Flow, Inc. (9)		Industrial Conglomerates		First Lien Debt		SOFR + 4.50%			5.00	%			3/16/2029								50,000				47,750				48,771				0.27	%
13320 Ballantyne Corporate Pla, Charlotte, NC, 28277, United States
SRS Distribution, Inc. (9)		Trading Companies & Distributors		First Lien Debt		SOFR + 3.50%			4.02	%			6/4/2028								57,175				56,970				56,559				0.32	%
5900 South Lake Forest Drive 5900 South Lake Forest Drive Mckinney TX 75070 United States
SS&C Technologies, Inc. (9)		Software		First Lien Debt		SOFR + 2.25%			2.75	%			3/22/2029								832				811				811				0.00	%
80 Lamberton Road, Windsor, CT, 06095, United States
SSH Group Holdings, Inc. (8)		Diversified Consumer Services		First Lien Debt		L + 4.25%			5.26	%			7/30/2025								5,000				4,917				4,863				0.03	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
12930 Saratoga Avenue, Suite A2 Saratoga CA 95070
Stamps.com, Inc. (4)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			10/5/2028								860,712				844,696				852,105				4.76	%
1990 East Grand Avenue El Segundo, CA 90245 USA
Stamps.com, Inc. (4)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			10/5/2028								10,123				9,930				10,022				0.06	%
1990 East Grand Avenue El Segundo, CA 90245 USA
Stepping Stones Healthcare Services, LLC (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			1/2/2029								136,163				132,743				132,608				0.74	%
2586 Trailridge Dr E Suite 100, Lafayette, 80026-3111, United States
Sunshine Cadence Holdco, LLC (4)(6)(8)		Personal Products		First Lien Debt		L + 4.25%			4.60	%			3/23/2027								40,000				36,800				36,800				0.21	%
90 Clubhouse Rd Woodmere, NY, 11598-1905 United States
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)		Health Care Equipment & Supplies		First Lien Debt		L + 3.75%			4.76	%			10/2/2026								39,640				39,661				39,436				0.22	%
26A Blvd Royal, Luxembourg, L-2449 Luxembourg
Superannuation And Investments US, LLC (6)(9)		Capital Markets		First Lien Debt		L + 3.75%			4.25	%			9/23/2028								21,334				21,225				21,165				0.12	%
Ground Floor Tower 1 201 Sussex Street Sydney,NSW,2000 Australia
Surf Holdings, LLC (6)(8)		Software		First Lien Debt		SOFR + 3.50%			4.11	%			3/5/2027								38,846				38,730				38,524				0.22	%
18595 Vineyard Point Lane, Cornelius, NC 28031 United States
Surgery Centers Holdings, Inc. (6)(10)		Health Care Providers & Services		First Lien Debt		L + 3.75%			4.50	%			8/31/2026								41,639				41,407				41,384				0.23	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
310, 7 Springs Way Suite 500 Brentwood TN 37027 United States
SurveyMonkey, Inc. (6)(8)		Interactive Media & Services		First Lien Debt		L + 3.75%			4.21	%			10/10/2025								6,010				6,005				5,987				0.03	%
1 Curiosity Way, San Mateo CA 94403 United States
Sybil Software, LLC (6)(8)		Software		First Lien Debt		L + 1.75%			2.76	%			3/22/2028								6,383				6,344				6,385				0.04	%
Schiphol Boulevard 369 Tower F, 7th floor, 1118BJ Schiphol, Netherlands
Symphony Technology Group (5)(6)(10)		Software		First Lien Debt		L + 5.00%			5.75	%			7/27/2028								92,047				91,352				91,504				0.51	%
428 University Ave, Palo Alto CA 94301 United States
Tacala Investment Corp. (10)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.50%			4.25	%			2/5/2027								48,439				48,461				47,870				0.27	%
3750 Corporate Woods Drive Vestavia Hills, AL 35242 United States
Tailwind Colony Holding Corporation (4)(7)(11)		Distributors		First Lien Debt		SOFR + 6.25%			7.25	%			11/13/2024								68,332				66,931				67,210				0.38	%
269 South Lambert Road Orange, CT 06512 United States
Tamko Building Product, LLC (8)		Building Products		First Lien Debt		L + 3.00%			3.52	%			6/1/2026								2,000				1,950				1,965				0.01	%
220 West 4th Street, PO Box 1404, Joplin, MO, 64801, United States
TecoStar Holdings, Inc. (11)		Health Care Equipment & Supplies		First Lien Debt		L + 3.50%			4.50	%			5/1/2024								20,745				20,675				19,500				0.11	%
4 Embarcadero Center Suite 1900 San Francisco CA 94111 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Tegra118 Wealth Solutions, Inc. (8)		Software		First Lien Debt		L + 4.00%			4.49	%			2/18/2027								3,955				3,980				3,938				0.02	%
255 Fiserv Drive, Brookfield WI 53045 United States
Tennessee Bidco Limited (4)(5)(6)(7)(8)		Insurance		First Lien Debt		S + 7.28%			7.97	%			8/3/2028							£	87,381				116,220				111,778				0.62	%
33920 US Highway 19, North Suite 151, Palm, Stoke On Trent, ST4 9DN, United Kingdom
Tennessee Bidco Limited (4)(6)(8)		Insurance		First Lien Debt		L + 7.00%			7.53	%			8/3/2028								197,072				192,085				192,638				1.08	%
33920 US Highway 19, North Suite 151, Palm, Stoke On Trent, ST4 9DN, United Kingdom
Terrier Media Buyer, Inc. (8)		Media		First Lien Debt		L + 3.50%			3.96	%			12/17/2026								4,688				4,689				4,623				0.03	%
223 Perimeter Center Parkway NE, Atlanta, Georgia 30346 United States
Tetra Technologies, Inc. (4)(6)(11)		Energy Equipment & Services		First Lien Debt		L + 6.25%			7.25	%			9/10/2025								22,793				21,881				22,793				0.13	%
24955 Interstate 45 North The Woodlands TX 77380 United States
The Action Environmental Group, Inc. (4)(12)		Commercial Services & Supplies		First Lien Debt		L + 6.00%			7.25	%			1/16/2026								1,558				1,510				1,527				0.01	%
451 Frelinghuysen Avenue Newark NJ 07114 United States
The Action Environmental Group, Inc. (4)(7)(11)		Commercial Services & Supplies		First Lien Debt		L + 6.25%			7.25	%			1/16/2026								14,663				14,205				14,199				0.08	%
451 Frelinghuysen Avenue Newark NJ 07114 United States
The Chamberlain Group, Inc. (9)		Building Products		First Lien Debt		L + 3.50%			4.51	%			11/3/2028								36,461				36,265				36,074				0.20	%
300 Windsor Drive Oak Brook, IL 60523, United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
The Cook & Boardman Group, LLC (11)		Trading Companies & Distributors		First Lien Debt		SOFR + 5.75%			6.75	%			10/17/2025								79,153				76,913				77,273				0.43	%
3064 Salem Industrial Drive Winston Salem NC 27127 United States
The Edelman Financial Engines Center, LLC (10)		Capital Markets		First Lien Debt		L + 3.50%			4.25	%			3/15/2028								32,797				32,687				32,476				0.18	%
600 Travis, Suite 5800, Houston, Texas 77002 United States
The Fertility Partners, Inc. (4)(6)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			3/16/2028								39,000				38,220				38,220				0.21	%
Forum 4, Solent Business Park, Parkway South, Whiteley, Fareham, PO15 7AD
The Fertility Partners, Inc. (4)(6)(7)(10)		Health Care Providers & Services		First Lien Debt		C + 5.75%			6.50	%			3/16/2029								CAD 139,000				106,560				109,098				0.61	%
Forum 4, Solent Business Park, Parkway South, Whiteley, Fareham, PO15 7AD
The GI Alliance Management, LLC (4)(7)(11)		Health Care Providers & Services		First Lien Debt		L + 6.25%			7.25	%			11/4/2024								211,399				209,138				211,073				1.18	%
8267 Elmbrook Drive, Ste. 200 Dallas, TX 75247 United States
The Kenan Advantage Group, Inc. (10)		Air Freight & Logistics		First Lien Debt		L + 3.75%			4.50	%			3/12/2026								28,965				28,943				28,630				0.16	%
4895 Dressler Road, Canton OH 44718 United States
The NPD Group L.P. (4)(7)(10)		Software		First Lien Debt		L + 6.00%			6.75	%			11/9/2028								694,734				678,734				679,790				3.80	%
132 W 31st St, New York, 10001 United States
The Ultimate Software Group, Inc. (9)		Software		First Lien Debt		L + 3.25%			4.21	%			5/4/2026								33,693				33,618				33,475				0.19	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2000 Ultimate Way, Weston FL 33326 United States
Therapy Brands Holdings, LLC (4)(5)(7)(10)		Health Care Technology		First Lien Debt		L + 4.00%			4.79	%			5/12/2028								6,341				6,313				6,291				0.04	%
9 West 57th Street Suite 4200 New York NY 10019 United States
Thermostat Purchaser III, Inc. (4)(7)(10)		Construction & Engineering		First Lien Debt		L + 4.50%			5.25	%			8/24/2028								42,417				41,341				42,043				0.23	%
10 Parkway North Suite 100 Deerfield,IL,60015 United States
Thevelia US, LLC (6)(9)		Professional Services		First Lien Debt		L + 4.00%			4.50	%			2/9/2029								34,639				34,293				34,271				0.19	%
Level 15, Manulife Place, 348 Kwun Tong Rd, Ngau Tau Kok, Hong Kong
TierPoint, LLC (10)		IT Services		First Lien Debt		L + 3.75%			4.50	%			5/6/2026								19,715				19,613				19,561				0.11	%
23403 East Mission Avenue, Liberty Lake WA 99019 United States
Titan Acquisition Ltd. (6)(8)		Machinery		First Lien Debt		L + 3.00%			3.35	%			3/28/2025								11,846				11,620				11,616				0.06	%
QUADRANT HOUSE, FLOOR 6, 4 THOMAS MORE SQUARE London City of London E1W 1YW United Kingdom
Trans Union, LLC (9)		Professional Services		First Lien Debt		L + 2.25%			2.75	%			12/1/2028								7,051				7,034				7,010				0.04	%
555 West Adams Street Chicago, IL,60661 United States
TRC Companies, Inc. (9)		Commercial Services & Supplies		First Lien Debt		L + 3.75%			4.25	%			6/21/2024								35,778				35,551				35,295				0.20	%
21 Griffin Road North, Windsor CT 06095 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
TricorBraun Holdings, Inc. (9)		Containers & Packaging		First Lien Debt		L + 3.25%			3.75	%			3/3/2028								34,383				34,187				33,619				0.19	%
6 CityPlace Drive Suite 1000 Saint Louis MO 63141 United States
Trident TPI Holdings, Inc. (11)		Containers & Packaging		First Lien Debt		L + 3.25%			4.26	%			7/29/2028								13,873				13,862				13,739				0.08	%
460 Swedesford Rd Wayne, PA 19087 United States
Trident TPI Holdings, Inc. (7)(9)		Containers & Packaging		First Lien Debt		L + 4.00%			4.50	%			9/15/2028								25,958				25,724				25,668				0.14	%
460 Swedesford Rd Wayne, PA 19087 United States
Trinity Air Consultants Holdings Corp. (4)(7)(10)		Professional Services		First Lien Debt		L + 5.25%			6.00	%			6/29/2027								153,694				150,533				150,237				0.84	%
330 7th Ave, New York, NY 10001 United States
Trinity Partners Holdings, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 5.75%			6.50	%			12/21/2028								367,966				359,850				359,517				2.01	%
230 3RD Ave Prospect Place Waltham, MA 02451 United States
Triple Lift, Inc. (4)(7)(10)		Software		First Lien Debt		L + 5.75%			6.50	%			5/6/2028								116,657				114,308				114,941				0.64	%
400 Lafayette St 5th floor, New York, NY 10003 United States
Triton Water Holdings, Inc. (9)		Beverages		First Lien Debt		L + 3.50%			4.51	%			3/18/2028								48,014				47,637				46,925				0.26	%
900 Long Ridge Road, Building 2, Stamford, CT 06902-1138
TRP Infrastructure Services, LLC (4)(7)(11)		Transportation Infrastructure		First Lien Debt		L + 5.50%			6.51	%			7/9/2027								73,514				72,107				71,912				0.40	%
2411 Minnis Dr, Haltom City, TX 76117, United States
TruGreen Limited Partnership (10)		Diversified Consumer Services		First Lien Debt		L + 4.00%			4.75	%			11/2/2027								5,940				5,974				5,913				0.03	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
860 Ridge Lake Blvd, Memphis TN 38120 United States
TTF Holdings, LLC (4)(10)		Health Care Providers & Services		First Lien Debt		L + 4.25%			5.00	%			3/24/2028								6,533				6,491				6,517				0.04	%
2222 West Grand River Ave, Suite A, Okemos, MI 48864 United States
Turing Holdco, Inc. (4)(6)(7)(8)		IT Services		First Lien Debt		E + 6.00%			6.24	%			8/3/2028							€	35,242				37,509				36,440				0.20	%
26990 Arastradero Road Los Altos Hills, CA 94022, United States
Tutor Perini Corp. (6)(11)		Construction & Engineering		First Lien Debt		L + 4.75%			5.75	%			8/13/2027								2,955				2,984				2,909				0.02	%
15901 Olden Street, Sylmar CA 91342 United States
Twin River Worldwide Holdings, Inc. (6)(9)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.25%			3.75	%			10/2/2028								8,978				8,969				8,940				0.05	%
100 Westminster St, Providence, RI 02903
U.S. Anesthesia Partners, Inc. (9)		Health Care Providers & Services		First Lien Debt		L + 4.25%			4.75	%			9/22/2028								38,933				38,816				38,731				0.22	%
12222 MERIT DR STE 700 DALLAS TX 75251 United States
UFC Holdings, LLC (10)		Interactive Media & Services		First Lien Debt		L + 2.75%			3.50	%			4/29/2026								4,986				4,852				4,944				0.03	%
16150 Main Circle Drive, Suite 250 Chesterfield 63017 MO United States
Unified Door & Hardware Group, LLC (4)(11)		Distributors		First Lien Debt		L + 5.75%			6.75	%			6/30/2025								53,351				52,543				52,551				0.29	%
1650 Suckle Highway Pennsauken, NJ 08110 United States
Unified Women’s Healthcare, LLC (10)		Health Care Providers & Services		First Lien Debt		L + 4.25%			5.00	%			12/16/2027								23,275				23,287				23,098				0.13	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1501 Yamato Road Suite 200 West Boca Raton FL 33431 United States
United Airlines, Inc. (6)(10)		Airlines		First Lien Debt		L + 3.75%			4.50	%			4/21/2028								21,577				21,647				21,359				0.12	%
233 South Wacker Drive, Chicago IL 60606 United States
University Support Services, LLC (9)		Diversified Consumer Services		First Lien Debt		L + 3.25%			3.75	%			2/10/2029								22,090				22,019				21,853				0.12	%
3500 Sunrise Hwy, Great River, NY 11739 United States
Univision Communications, Inc. (10)		Media		First Lien Debt		L + 3.25%			4.00	%			3/15/2026								25,807				25,753				25,700				0.14	%
5999 Center Drive, Los Angeles CA 90045 United States
Univision Communications, Inc. (11)		Media		First Lien Debt		L + 2.75%			3.75	%			3/15/2024								3,000				3,009				2,999				0.02	%
5999 Center Drive, Los Angeles CA 90045 United States
US Acute Care Solutions (5)(6)(8)		Health Care Providers & Services		First Lien Debt		L + 6.38%			6.38	%			3/1/2026								2,885				2,927				2,852				0.02	%
4535 Dressler Road, Northwest, Canton, OH, 44718, United States
US Oral Surgery Management Holdco, LLC (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.50%			6.25	%			11/18/2027								131,930				128,746				129,287				0.72	%
201 E. John Carpenter Freeway Suite 660 Irving, TX 75062 United States
USIC Holdings, Inc. (10)		Commercial Services & Supplies		First Lien Debt		L + 3.50%			4.25	%			5/12/2028								24,875				24,765				24,668				0.14	%
9045 North River Road Suite 300 Indianapolis IN 46240 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Vaco Holdings, LLC (10)		Commercial Services & Supplies		First Lien Debt		SOFR + 5.00%			5.80	%			1/20/2029								21,375				21,271				21,281				0.12	%
5410 Maryland Way, Suite 460, Brentwood, TN, 37027,United States
Veregy Consolidated, Inc. (4)(11)		Commercial Services & Supplies		First Lien Debt		L + 6.00%			7.00	%			11/2/2027								20,532				20,578				20,121				0.11	%
23325 N. 23rd Ave, Suite 120 Phoenix, AZ 85027
Veritas US, Inc. (6)(11)		Software		First Lien Debt		L + 5.00%			6.00	%			9/1/2025								26,033				26,154				24,432				0.14	%
2625 Augustine Drive, Santa Clara CA 95054 United States
Verscend Holding Corp. (8)		Health Care Technology		First Lien Debt		L + 4.00%			4.46	%			8/27/2025								34,835				34,892				34,791				0.19	%
201 Jones Road 4th Floor Waltham MA 02451 United States
Vertex Aerospace Services Corp. (10)		Aerospace & Defense		First Lien Debt		L + 4.00%			4.75	%			10/27/2028								40,385				40,290				40,309				0.23	%
555 Industrial Drive South Madison,MS,39110 United States
Vertical US Newco, Inc. (6)(9)		Industrial Conglomerates		First Lien Debt		L + 3.50%			4.02	%			7/30/2027								35,602				35,496				35,335				0.20	%
451 Park Avenue South 7th Floor New York, NY 10016 United States
Victory Buyer, LLC (9)		Industrial Conglomerates		First Lien Debt		L + 3.75%			4.25	%			11/19/2028								23,036				22,932				22,750				0.13	%
50 East 153rd Street Bronx, NY 10451-2104 United States
Virgin Pulse, Inc. (10)		Software		First Lien Debt		L + 4.00%			4.75	%			4/6/2028								42,340				41,975				41,917				0.23	%
75 Fountain Street, Providence RI 02902 United States
Virtusa Corp. (10)		IT Services		First Lien Debt		L + 3.75%			4.50	%			2/11/2028								39,232				39,099				38,942				0.22	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
132 Turnpike Road Suite 300 Southborough MA 01772 United States
Vision Solutions, Inc. (10)		Software		First Lien Debt		L + 4.00%			4.75	%			3/4/2028								43,728				43,604				43,345				0.24	%
15300 Barranca Parkway Suite 100 Irvine CA 92618 United States
VT Topco, Inc. (7)(10)		Professional Services		First Lien Debt		L + 3.75%			4.76	%			8/1/2025								28,675				28,579				28,282				0.16	%
11111 Santa Monica Blvd Suite 2000 Los Angeles,CA,90025 United States
Waystar Technologies, Inc. (8)		Health Care Technology		First Lien Debt		L + 4.00%			4.46	%			10/22/2026								30,144				30,221				30,107				0.17	%
2055 Sugarloaf Circle Suite 600 Duluth GA 30097 United States
Weld North Education, LLC (9)		Diversified Consumer Services		First Lien Debt		L + 3.75%			4.25	%			12/21/2027								39,671				39,516				39,413				0.22	%
3 Columbus Circle Suite 2405 New York NY 10019 United States
West Monroe Partners, LLC (4)(7)(10)		Professional Services		First Lien Debt		L + 5.50%			6.25	%			11/8/2028								749,572				734,292				734,864				4.10	%
311 W Monroe St 14th Floor, Chicago, IL 60606, United States
Whatabrands, LLC (9)		Hotels, Restaurants & Leisure		First Lien Debt		L + 3.25%			3.75	%			8/3/2028								14,963				14,885				14,802				0.08	%
300 Concord Plaza Drive, San Antonio, TX, 78216, United States
WHCG Purchaser III, Inc. (4)(7)(10)		Health Care Providers & Services		First Lien Debt		L + 5.75%			6.50	%			6/22/2028								104,770				102,522				103,402				0.58	%
251 Little Falls Drive, Wilmington, DE 19808 United States
Wheel Pros, Inc. (10)		Auto Components		First Lien Debt		L + 4.50%			5.25	%			4/23/2028								25,841				25,847				24,707				0.14	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
6101 Knott Avenue, Buena Park CA 90620 United States
White Cap Buyer, LLC (9)		Construction Materials		First Lien Debt		SOFR + 3.75%			4.25	%			10/19/2027								44,767				44,715				44,366				0.25	%
6250 Brook Hollow Parkway, Norcross, Georgia 30071
Windows Acquisition Holdings, Inc. (4)(11)		Building Products		First Lien Debt		L + 6.50%			7.50	%			12/29/2026								62,208				61,217				62,208				0.35	%
235 Sunshine Road Royal, AR 71968
Wireless Vision, LLC (4)(11)		Internet & Direct Marketing Retail		First Lien Debt		L + 5.50%			6.50	%			12/30/2025								22,635				22,635				22,635				0.13	%
40700 Woodward Avenue Suite 250 Bloomfield Hills MI 48304 United States
WP CityMD Bidco, LLC (9)		Health Care Providers & Services		First Lien Debt		L + 3.25%			3.75	%			11/18/2028								18,000				17,995				17,923				0.10	%
1 Diamond Hill Road, Berkeley Heights, NJ 07922
WR Grace Holdings, LLC (6)(9)		Chemicals		First Lien Debt		L + 3.75%			4.81	%			9/22/2028								9,975				9,994				9,920				0.06	%
7500 Grace Drive, Columbia, Maryland 21044-4098
Wwex Uni Topco Holdings, LLC (10)		Air Freight & Logistics		First Lien Debt		L + 4.25%			5.00	%			7/26/2028								17,637				17,547				17,491				0.10	%
2323 Victory Avenue Suite 1600 Dallas,TX,75219 United States
Zacapa, LLC (6)(9)		Diversified Telecommunication Services		First Lien Debt		SOFR + 4.25%			4.75	%			3/22/2029								6,128				6,116				6,102				0.03	%
4 E PENNSYLVANIA AVE PEN ARGYL, 18072, PA, United States
Zayo Group Holdings, Inc. (8)		Diversified Telecommunication Services		First Lien Debt		L + 3.00%			3.46	%			3/9/2027								1,000				942				975				0.01	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1821 30th Street Unit A, Boulder, CO, 80301, United States
Apex Group Treasury, LLC (4)(6)(9)		Software		Second Lien Debt		L + 6.75%			7.76	%			7/27/2029								66,000				64,895				66,990				0.37	%
4 Embarcadero Center Suite 1900 San Francisco,CA,94111 United States
Aqgen Island Holdings, Inc. (5)(9)		Professional Services		Second Lien Debt		L + 6.50%			7.50	%			5/4/2029								34,508				34,166				34,293				0.19	%
535 Madsion Avenue, 24TH Floor New York, NY 10022
Atlas CC Acquisition Corp. (4)(5)(10)		Aerospace & Defense		Second Lien Debt		L + 7.63%			8.38	%			5/25/2029								44,520				43,923				44,297				0.25	%
9465 Wilshire Blvd, Suit 300 Beverly Hills, California 90212 United States
Canadian Hospital Specialties Ltd. (4)(6)(8)		Health Care Providers & Services		Second Lien Debt		8.50%			8.50	%			4/15/2029								CAD 15,800				12,427				12,622				0.07	%
676 North Michigan Avenue Suite 3300 Chicago IL 60611 United States
CD&R Artemis UK Bidco Ltd. (4)(6)(7)(9)		Health Care Providers & Services		Second Lien Debt		L + 7.25%			7.75	%			8/19/2029								15,000				12,137				14,358				0.08	%
26 Southampton Buildings, 8th Floor, Holborn Gate London, WC2A 1AN United Kingdom
CD&R Artemis UK Bidco Ltd. (4)(6)(8)		Health Care Providers & Services		Second Lien Debt		S + 7.50%			7.61	%			8/19/2029							£	75,340				100,046				96,625				0.54	%
26 Southampton Buildings, 8th Floor, Holborn Gate London, WC2A 1AN United Kingdom
Celestial Saturn Parent, Inc. (9)		Professional Services		Second Lien Debt		L + 6.50%			7.00	%			6/4/2029								125,488				124,542				124,390				0.69	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
40 Pacifica #900, Irvine, CA 92618 United States
Cloudera, Inc. (9)		Software		Second Lien Debt		L + 6.00%			6.50	%			8/9/2029								61,697				61,436				60,925				0.34	%
1001 Page Mill Road Building 3 Palo Alto,CA,94304 United States
Confluent Medical Technologies, Inc. (4)(5)(9)		Health Care Equipment & Supplies		Second Lien Debt		SOFR + 6.50%			7.00	%			2/16/2030								52,500				51,466				51,450				0.29	%
6263 N Scottsdale Road, Suite 224, Scottsdale, AZ 85250
COP Home Services TopCo IV, Inc. (4)(11)		Construction & Engineering		Second Lien Debt		L + 8.75%			9.76	%			12/31/2028								43,277				42,524				43,277				0.24	%
3150 E Birch St., Brea, CA 92821
Curia Global, Inc. (4)(10)		Life Sciences Tools & Services		Second Lien Debt		L + 6.50%			7.25	%			8/31/2029								83,824				82,269				82,147				0.46	%
26 Corporate Circle Albany,NY,12203 United States
Dcert Buyer, Inc. (8)		IT Services		Second Lien Debt		L + 7.00%			7.46	%			2/16/2029								60,975				61,182				60,428				0.34	%
2801 N Thanksgiving Way #500, Lehi 84043 United States
Deerfield Dakota Holding, LLC (10)		Professional Services		Second Lien Debt		L + 6.75%			7.50	%			4/7/2028								29,650				29,559				29,724				0.17	%
55 East 52nd Street 31st Floorm Park Avenue Plaza, New York, NY 10055 United States
DG Investment Intermediate Holdings 2, Inc. (10)		Commercial Services & Supplies		Second Lien Debt		L + 6.75%			7.50	%			3/18/2029								29,464				29,335				29,538				0.16	%
One Commerce Drive Schaumburg, Illinois 60173 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Diversitech Holdings, Inc. (4)(9)		Trading Companies & Distributors		Second Lien Debt		L + 6.75%			7.76	%			12/16/2029								22,500				22,279				22,106				0.12	%
6650 Sugarloaf Parkway Suite 100, Duluth, Georgia, 30097, United States
Drive Chassis Holdco, LLC (8)		Transportation Infrastructure		Second Lien Debt		L + 6.75%			7.81	%			4/10/2026								102,042				102,133				101,977				0.57	%
9 West 57th Street, New York, NY 10019 United States
Hexion Holdings Corp. (9)		Chemicals		Second Lien Debt		SOFR + 7.00%			7.50	%			3/2/2030								65,000				63,219				62,563				0.35	%
180 East Broad Street, Columbus, OH, 43215, United States
HS Purchaser, LLC (10)		Software		Second Lien Debt		L + 6.75%			7.50	%			11/19/2027								71,000				71,123				70,290				0.39	%
6455 City West Parkway Eden Prairie, MN United States
Idera, Inc. (10)		Software		Second Lien Debt		L + 6.75%			7.50	%			2/4/2029								30,331				30,233				29,952				0.17	%
Brookhollow Ctr III, 2950 Nort Loop Freeway W, Suite 700 Houston TX 77092 United States
Inovalon Holdings, Inc. (4)(5)(10)		IT Services		Second Lien Debt		L + 10.50% PIK			11.25	%			11/24/2033								85,014				82,607				82,463				0.46	%
4321 Collington Rd, Bowie, MD 20716, United States
Jayhawk Buyer, LLC (4)(11)		Health Care Providers & Services		Second Lien Debt		L + 8.75%			9.75	%			10/15/2027								29,372				28,862				29,151				0.16	%
8717 West 110th Street, Suite 300 Overland Park, KS 66210
Jones Deslauriers Insurance Management, Inc. (6)(8)		Insurance		Second Lien Debt		C + 7.50%			8.38	%			3/26/2029								CAD 32,694				25,454				25,729				0.14	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
2375 Skymark Avenue, Mississauga, Ontario L4W 4Y6
LSCS Holdings, Inc. (4)(9)		Life Sciences Tools & Services		Second Lien Debt		L + 8.00%			8.50	%			11/30/2029								40,000				39,420				39,800				0.22	%
190 North Milwaukee Street Milwaukee,WI,53202 United States
Mandolin Technology Intermediate Holdings, Inc. (4)(9)		Software		Second Lien Debt		L + 6.50%			7.00	%			7/6/2029								31,900				31,493				31,422				0.18	%
Nova Tower 1, 1 Allegheny Square, Suite 800, Pittsburgh, PA 15212, United States
Mic Glen, LLC (9)		Hotels, Restaurants & Leisure		Second Lien Debt		L + 6.75%			7.25	%			7/30/2029								19,000				18,943				18,725				0.10	%
88 S State St, Hackensack, NJ 07601 United States
Mitratech Holdings, Inc. (4)(10)		Software		Second Lien Debt		L + 6.75%			7.50	%			4/28/2029								18,000				17,932				17,910				0.10	%
5001 Plaza on the Lake #111 Austin, TX 78746
NIC Acquisition Corp. (10)		Chemicals		Second Lien Debt		L + 7.75%			8.76	%			12/29/2028								31,500				31,096				30,555				0.17	%
150 Dascomb Road Andover, MA 01810
Pearls Netherlands Bidco (4)(6)(9)		Chemicals		Second Lien Debt		L + 7.25%			7.92	%			2/25/2030								42,453				41,298				41,298				0.23	%
herengracht, 450 Gemeente Amsterdam, 1017CA
Peraton Corp. (10)		Aerospace & Defense		Second Lien Debt		L + 7.75%			8.50	%			2/26/2029								53,508				52,838				53,307				0.30	%
12975 Worldgate Drive, Herndon VA 20170 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Phoenix Newco, Inc. (4)(9)		Life Sciences Tools & Services		Second Lien Debt		L + 6.50%			7.00	%			11/15/2029								90,000				88,228				88,200				0.49	%
195 West Street Waltham,MA,2451 United States
Pre-Paid Legal Services, Inc. (9)		Diversified Consumer Services		Second Lien Debt		L + 7.00%			7.50	%			12/7/2029								25,000				24,757				24,719				0.14	%
1 Pre-Paid Way, Ada OK 74820 United States
Proofpoint, Inc. (5)(9)		Software		Second Lien Debt		L + 6.25%			6.76	%			6/8/2029								101,121				100,755				101,089				0.56	%
892 Ross Drive, Sunnyvale CA 94089 United States
Sharp Midco, LLC (4)(5)(9)		Pharmaceuticals		Second Lien Debt		L + 7.25%			7.75	%			12/31/2029								31,500				30,736				30,713				0.17	%
7451 Keebler Way, Allentown, PA 18106
Symphony Technology Group (6)(10)		Software		Second Lien Debt		L + 8.25%			9.00	%			5/3/2029								91,647				90,437				91,074				0.51	%
428 University Ave, Palo Alto CA 94301 United States
The Edelman Financial Engines Center, LLC (8)		Capital Markets		Second Lien Debt		L + 6.75%			7.21	%			7/20/2026								14,000				13,887				13,841				0.08	%
600 Travis, Suite 5800, Houston, Texas 77002 United States
The Kenan Advantage Group, Inc. (4)(10)		Air Freight & Logistics		Second Lien Debt		L + 7.25%			8.00	%			9/1/2027								33,015				32,410				32,024				0.18	%
4895 Dressler Road, Canton OH 44718 United States
Thermostat Purchaser III, Inc. (4)(7)(10)		Construction & Engineering		Second Lien Debt		L + 7.25%			8.00	%			8/24/2029								32,725				32,069				32,377				0.18	%
10 Parkway North Suite 100 Deerfield,IL,60015 United States
USIC Holdings, Inc. (5)(10)		Commercial Services & Supplies		Second Lien Debt		L + 6.50%			7.25	%			5/7/2029								8,594				8,540				8,519				0.05	%
9045 North River Road Suite 300 Indianapolis IN 46240 United States
Victory Buyer, LLC (4)(9)		Industrial Conglomerates		Second Lien Debt		L + 7.00%			7.50	%			11/1/2029								62,524				61,913				61,899				0.35	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
50 East 153rd Street Bronx, NY 10451-2104 United States
Virgin Pulse, Inc. (10)		Software		Second Lien Debt		L + 7.25%			8.00	%			3/30/2029								29,000				28,841				28,638				0.16	%
75 Fountain Street, Providence RI 02902 United States
Vision Solutions, Inc. (5)(10)		Software		Second Lien Debt		L + 7.25%			8.00	%			3/4/2029								126,381				125,572				124,627				0.70	%
15300 Barranca Parkway Suite 100 Irvine CA 92618 United States
VT Topco, Inc. (4)(10)		Professional Services		Second Lien Debt		L + 6.75%			7.76	%			7/31/2026								35,500				35,343				35,145				0.20	%
11111 Santa Monica Blvd Suite 2000 Los Angeles,CA,90025 United States
Wwex Uni Topco Holdings, LLC (10)		Air Freight & Logistics		Second Lien Debt		L + 7.00%			8.01	%			7/26/2029								33,000				32,559				32,546				0.18	%
2323 Victory Avenue Suite 1600 Dallas,TX,75219 United States
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.76	%			10/23/2034								3,000				3,000				2,815				0.02	%
522 5th Avenue New York,NY,10036 United States
AIMCO CLO Series 2015-A (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.60%			6.84	%			10/17/2034								7,450				7,450				7,279				0.04	%
P.O. Box 309 Ugland House, South Church Str, Grand Cayman, Cayman Islands
Allegro CLO Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.00%			7.24	%			1/19/2033								3,895				3,856				3,774				0.02	%
C/O Estera Trust (Cayman) Limited Clifton House 75 Fort Street GEORGE TOWN, GRAND CAYMAN Cayman Islands

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Apidos CLO XXXIII (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.35%			7.35	%			10/24/2034								5,000				4,952				4,795				0.03	%
712 5th Avenue 43rd Floor New York,NY,10019 United States
Apidos CLO XXXVI, LLC (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 5.95%			6.56	%			7/20/2034								8,500				8,500				8,021				0.04	%
712 5th Avenue 43rd Floor New York,NY,10019 United States
Ares LXI CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.25%			7.25	%			10/20/2034								7,750				7,750				7,361				0.04	%
c/o MaplesFS Limited Boundary Hall Cricket Square, George Town, Grand Cayman, Cayman Islands
Ares LXII CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.50	%			1/25/2034								9,000				9,000				8,817				0.05	%
c/o MaplesFS Limited Boundary Hall Cricket Square, George Town, Grand Cayman, Cayman Islands
Ares XXVII CLO, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.75%			7.00	%			10/28/2034								7,000				6,932				6,832				0.04	%
c/o MaplesFS Limited Boundary Hall Cricket Square, George Town, Grand Cayman, Cayman Islands
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.60%			7.12	%			1/20/2035								7,000				6,932				6,781				0.04	%
c/o Walkers Fiduciary, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands
Barings CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.25%			6.74	%			7/15/2034								6,000				6,000				5,868				0.03	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Clifton House, 75 Fort Street PO Box 1350 Grand Cayman, ,KY1-1108 Cayman Islands
Barings CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.65%			6.75	%			1/18/2035								7,200				7,200				7,031				0.04	%
Clifton House, 75 Fort Street PO Box 1350 Grand Cayman, ,KY1-1108 Cayman Islands
Benefit Street Partners CLO XXI (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.75%			7.24	%			7/15/2034								6,500				6,500				6,203				0.03	%
190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands
Benefit Street Partners CLO XXII (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.70%			7.50	%			10/15/2034								3,000				2,970				2,898				0.02	%
9 W 57th St Suite 4920, New York, NY 10019
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.25%			6.50	%			7/20/2034								7,000				7,000				6,711				0.04	%
c/o Walkers Fiduciary, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands
Carval CLO V-C, LTD. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.75%			6.96	%			10/15/2034								8,000				7,922				7,775				0.04	%
9320 Excelsior Blvd 7th Floor Hopkins,MN,55343 United States
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.80%			7.31	%			10/16/2034								8,000				8,000				7,783				0.04	%
875 3rd Avenue 24th Floor New York,NY,10022 United States
Dryden 95 CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.15%			6.79	%			8/20/2034								8,000				8,000				7,748				0.04	%
3 Gateway Center 14th Floor Newark,NJ,7102 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.74	%			4/15/2031								3,750				3,755				3,644				0.02	%
Cayman Corporate Centre 27 Hospital Road George Town KY1-9008 Cayman Islands
Elmwood CLO III, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.22%			7.22	%			10/20/2034								9,500				9,439				9,354				0.05	%
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street Wilmington, DE 19801 United States
Elmwood CLO VI, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.74	%			10/20/2034								4,000				4,000				3,815				0.02	%
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street Wilmington, DE 19801 United States
Flatiron RR CLO 22, LLC (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.20%			6.52	%			10/15/2034								5,000				5,000				4,848				0.03	%
51 Madison Avenue 2nd Floor New York,NY,10010 United States
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.61%			7.44	%			10/20/2034								12,000				11,885				11,351				0.06	%
303 Broadway Suite 1200 Cincinnati, OH,45202 United States
Galaxy 30 CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 5.95%			6.90	%			10/25/2031								4,000				3,944				3,899				0.02	%
1 Nexus Way, KY1-9005, Cayman Islands
Galaxy XXV CLO, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.00%			7.00	%			4/15/2035								3,000				2,970				2,970				0.02	%
P.O. Box 1093 Queensgate House George Town, Grand Cayman, Cayman Islands

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Goldentree Loan Management US Clo 12 Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.25%			7.25	%			4/20/2034								6,500				6,438				6,438				0.04	%
300 Park Avenue, 21st Floor New York, NY 10022, United States
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.15%			6.66	%			10/20/2034								6,200				6,200				5,968				0.03	%
300 Park Avenue, 21st Floor New York, NY 10022, United States
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.33%			6.57	%			7/15/2034								3,500				3,488				3,327				0.02	%
4350 Congress Street, Charlotte, NC 28209 United States
Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.90%			6.90	%			7/15/2035								5,000				4,950				4,950				0.03	%
4350 Congress Street Suite 125 Charlotte, NC 28209
Halseypoint Clo 5, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.95%			7.17	%			1/30/2035								9,500				9,314				9,340				0.05	%
c/o Walkers Fiduciary, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands
HPS Loan Management 15-2019 Ltd (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.80%			6.80	%			1/22/2035								4,000				3,960				3,960				0.02	%
Windward 3 Regatta Office Park, PO Box 1350 KY1-1108 Grand Cayman KY Cayman Islands
Jamestown CLO XIV, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.20%			7.45	%			10/20/2034								10,000				9,806				9,527				0.05	%
280 Park Avenue New York,NY,10017 United States
Kayne CLO III, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.74	%			4/15/2032								5,000				5,009				4,912				0.03	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1800 Avenue of the Stars 3rd Floor Los Angeles,CA,90067 United States
Magnetite XXXII Ltd (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.90%			6.90	%			4/15/2035								5,000				5,000				5,000				0.03	%
190 Elgin Avenue, George Town, KY1-9008, Cayman Islands
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.75%			7.06	%			10/20/2034								6,500				6,500				6,428				0.04	%
522 5th Avenue New York,NY,10036 United States
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.25%			6.50	%			10/20/2035								11,000				11,000				10,459				0.06	%
1290 Avenue of the Americas New York,NY,10104 United States
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.75	%			10/20/2034								4,250				4,061				4,039				0.02	%
c/o Appleby Trusty (Cayman) Lt Clifton House, 75 Fort Street George Town, Grand Cayman, Cayman Islands
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.60%			7.10	%			12/2/2034								7,500				7,500				7,244				0.04	%
c/o Appleby Trusty (Cayman) Lt Clifton House, 75 Fort Street George Town, Grand Cayman, Cayman Islands
Octagon Investment Partners 41, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.13%			7.37	%			10/15/2033								5,000				4,977				4,888				0.03	%
250 Park Avenue 15th Floor New York,NY,10177 United States
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.90	%			11/14/2034								14,500				14,500				14,018				0.08	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
1900 Shawnee Mission Parkway Suite 315 Mission Woods,KS,66205 United States
Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.30%			7.30	%			4/20/2035								6,000				5,821				6,000				0.03	%
10 Hudson Yards New York, NY, 10001-2157 United States
Post CLO 2021-1, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.80%			7.15	%			10/15/2034								11,000				10,976				10,731				0.06	%
2049 Century Park East Suite 3050 Santa Monica,CA,90067 United States
PPM CLO 2, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.55%			6.79	%			4/16/2032								5,000				5,008				4,889				0.03	%
1 Angel Court, London EC2R 7AG United Kingdom
PPM CLO 4, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.74	%			10/18/2034								8,775				8,775				8,551				0.05	%
1 Angel Court, London EC2R 7AG United Kingdom
PPM CLO 6, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.75	%			10/18/2034								4,800				4,800				4,679				0.03	%
1 Angel Court, London EC2R 7AG United Kingdom
Rad CLO 14, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.70	%			1/15/2035								6,750				6,750				6,613				0.04	%
1800 Avenue of the Stars 3rd Floor Los Angeles,CA,90067 United States
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.72%			6.99	%			10/20/2034								4,000				3,942				3,855				0.02	%
65 East 55th Street, 30th Floor, New York, NY 10022 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
RR 19, Ltd. (5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.50%			6.81	%			10/15/2035								3,000				3,000				2,872				0.02	%
9 West 57th Street 43rd Floor New York,NY,10019 United States
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.56%			6.82	%			10/25/2034								6,900				6,767				6,434				0.04	%
375 Park Avenue 33rd Floor New York,NY,10152 United States
Trestles Clo IV, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.25%			6.65	%			7/21/2034								8,000				8,000				7,646				0.04	%
Windward 3, Regatta Office, PO Box 1350, Grand Cayman, KY1-1108, KY
Vibrant CLO XII, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.11%			8.12	%			1/20/2034								2,875				2,849				2,681				0.01	%
747 3rd Avenue 38th Floor New York,NY,10017 United States
Vibrant CLO XIII, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 7.06%			7.30	%			7/15/2034								6,250				6,191				6,023				0.03	%
747 3rd Avenue 38th Floor New York,NY,10017 United States
Voya CLO 2019-4, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.70%			6.92	%			1/15/2035								8,250				8,088				7,872				0.04	%
230 Park Avenue, New York, NY 10169
Voya CLO 2020-2, Ltd. (4)(5)(6)(8)		Diversified Financial Services		Structured Finance Obligations		L + 6.40%			6.64	%			7/19/2034								5,000				4,902				4,837				0.03	%
230 Park Avenue, New York, NY 10169
Condor Merger Sub, Inc. (8)		Software		Unsecured Debt		L + 7.38%			7.38	%			2/15/2030								14,286				14,286				13,724				0.08	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
320 Park Avenue, 28th Floor, New York, New York, 10022, United States
Endurance International Group Holdings, Inc. (5)(8)		IT Services		Unsecured Debt		6.00%			6.00	%			2/15/2029								6,272				6,068				5,423				0.03	%
10 Corporate Drive Suite 300 Burlington MA 01803 United States
Minerva Merger Sub, Inc. (5)(8)		Health Care Technology		Unsecured Debt		L + 6.50%			6.50	%			2/15/2030								7,146				7,146				6,941				0.04	%
311 Arsenal Street Watertown Massachusetts 02472 United States
BCRED Emerald JV (6)		Investment in Joint Venture		Investment in Joint Venture																					733,404				738,201				4.12	%
345 Park Ave, New York, NY 10154
AGI Group Holdings LP - A2 Units (4)		Air Freight & Logistics		Equity													0.7	%			1,674				1,674				1,802				0.01	%
9130 S Dadeland Blvd Ste 1801, Miami, FL, 33156-7858 United States
Atlas Intermediate Holding LLC - Preferred Interest (4)		Transportation Infrastructure		Equity													13.5	%			34,238,400				33,725				37,320				0.21	%
9465 Wilshire Blvd, Suit 300 Beverly Hills, California 90212 United States
AVE Holdings I Corp. (4)		Health Care Providers & Services		Equity													8.1	%			12,237,213				11,870				11,870				0.07	%
520 Madison Avenue, New York, NY 10022
Box Co-Invest Blocker, LLC (4)		Distributors		Equity													0.8	%			3,308,320				3,308				3,390				0.02	%
2650 Galvin Dr, Elgin, IL 60124, United States
Cambium Holdings, LLC - Senior Preferred Interests (4)		Diversified Consumer Services		Equity													5.5	%			29,194,330				28,735				35,234				0.20	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
17855 North Dallas Parkway, Suite 400, Dallas, TX 75287, United States
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6)		Health Care Providers & Services		Equity													20.0	%			33,000,000				43,662				44,638				0.25	%
26 Southampton Buildings 8th Floor, Holborn Gate London, WC2A 1AN United Kingdom
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6)		Health Care Providers & Services		Equity													0.2	%			6,000,000				6,090				5,460				0.03	%
375 Park Avenue 18th Floor New York, NY,10152 United States
Connatix Parent, LLC - Class L Common Units (4)		Software		Equity													0.3	%			126,136				1,388				1,770				0.01	%
666 Broadway, 10th Floor, New York, NY 10012, United States
Deneb Ultimate Topco, LLC - Class A Units (4)		Diversified Consumer Services		Equity													0.6	%			4,060				4,060				4,175				0.02	%
777 108th Ave NE, Bellevue, WA 98004, United States
Expedition Holdco, LLC (4)		Software		Equity													81.0	%			810,810				810				810				0.00	%
3493 FRENCH RD CLINTON 98236-9304 WA USA
Frontline Road Safety Investments, LLC - Class A Common Units (4)		Transportation Infrastructure		Equity													2.3	%			41,304				4,363				3,942				0.02	%
2714 Sherman Street, Grand Prairie, TX 75051 United States
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)		Health Care Equipment & Supplies		Equity													0.2	%			4,500				4,500				4,149				0.02	%
3875 Cypress Drive, Petaluma, CA 94954, United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14)		Specialty Retail		Equity													20.1	%							1,421				1,809				0.01	%
2910 District Avenue Fairfax VA 22031 United States
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6)(14)		Distributors		Equity													31.3	%							583				1,799				0.01	%
2018 Powers Ferry Road, Suite 400 Atlanta, Georgia 30339 United States
Guidehouse Holding Corp. - Preferred Equity (4)		Professional Services		Equity													7.4	%			54,010				52,935				56,170				0.31	%
2941 Fairview Park Dr Ste 501 Falls Church, VA, 22042-4543 United States
Jayhawk Holdings, LP - A-1 Common Units (4)		Health Care Providers & Services		Equity													0.4	%			12,472				2,220				3,552				0.02	%
8717 West 110th Street, Suite 300 Overland Park, KS 66210
Jayhawk Holdings, LP - A-2 Common Units (4)		Health Care Providers & Services		Equity													0.4	%			6,716				1,195				1,913				0.01	%
8717 West 110th Street, Suite 300 Overland Park, KS 66210
Loar Acquisition 13, LLC - Common Units (4)		Aerospace & Defense		Equity													0.7	%			2,890,586				4,336				5,405				0.03	%
450 Lexington Avenue, New York, NY 10017
Lobos Parent, Inc. - Series A Preferred Shares (4)		Software		Equity													0.1	%			45,090				43,962				45,542				0.25	%
206 S Earl St # 394, Schaller, Iowa, United States
Maia Aggregator, L.P. - Class A Units (4)		Health Care Providers & Services		Equity													98.5	%			19,700,000				19,700				19,700				0.11	%

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
One World Trade Center 285 Fulton Street, 84th Floor New York, NY 10007
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)		Software		Equity													30.4	%			31,950,000				30,992				33,228				0.19	%
Nova Tower 1 1 Allegheny Square, Suite 800 Pittsburgh,PA,15212 United States
Micross Topco, Inc. (4)		Aerospace & Defense		Equity													0.03	%			116				125				116				0.00	%
1050 Perimeter Road, Manchester, NH 03103 United States
Mode Holdings, L.P. - Class A-2 Common Units (4)		Air Freight & Logistics		Equity													1.8	%			1,076,923				1,077				1,938				0.01	%
17330 Preston Rd., Suite 200 C Dallas, TX 75252 United States
NC Eve, L.P. - LP Interest (4)(6)		Health Care Providers & Services		Equity													50.0	%			2,500,000				3,398				3,284				0.02	%
26 Esplanade, St Helier, Jersey JE4 8PS, Jersey
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)		IT Services		Equity													31.7	%			25,687,196				25,687				25,687				0.14	%
4321 Collington Rd, Bowie, MD 20716, United States
Ncp Helix Holdings, LLC. - Preferred Shares (4)		Transportation Infrastructure		Equity													0.6	%			1,485,282				1,116				1,116				0.01	%
888 Boylston Street, Suite 1100, Boston, Massachusetts 02199
OHCP V TC COI, LP. - LP Interest (4)		Professional Services		Equity													0.8	%			6,500,000				6,500				6,500				0.04	%
330 7th Ave, New York, NY 10001 United States
Point Broadband Holdings, LLC - Class A Units (4)		Diversified Telecommunication Services		Equity													3.4	%			15,636				13,261				13,261				0.07	%
617 E. Lake St. Stanton, MI 48888 United States

 

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Name and Address of Portfolio Company (1)		Industry		Type of Investment		Reference Rate and Spread		Interest Rate (2)(14)				Maturity Date				% of Class Held at 3/31/2022				Par Amount/ Units				Cost (3)				Fair Value				Percentage of Net Assets
Point Broadband Holdings, LLC - Class B Units (4)		Diversified Telecommunication Services		Equity													3.4	%			833,140				2,375				2,374				0.01	%
617 E. Lake St. Stanton, MI 48888 United States
Specialty Lending Company LLC - LLC Interest (4)(5)(6)		Diversified Financial Services		Equity/ LLC Interest													90.0	%							189,900				189,900				1.06	%
251 Little Falls Drive, Wilmington, DE 19808 United States

 

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2022. Variable rate loans typically include an interest reference rate floor feature. As of March 31, 2022, 91.9% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.

(3)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(4)	These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)	These debt investments are not pledged as collateral under any of the Company’s credit facilities. For other debt investments that are pledged to the Company’s credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2022, non-qualifying assets represented 17.1% of total assets as calculated in accordance with regulatory requirements.

(7)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated.

(8)	There are no interest rate floors on these investments.

(9)	The interest rate floor on these investments as of March 31, 2022 was 0.50%.

(10)	The interest rate floor on these investments as of March 31, 2022 was 0.75%.

(11)	The interest rate floor on these investments as of March 31, 2022 was 1.00%.

(12)	The interest rate floor on these investments as of March 31, 2022 was 1.25%.

(13)	The interest rate floor on these investments as of March 31, 2022 was 1.50%.

(14)	For unsettled positions the interest rate does not include the base rate.

 

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FINANCIAL STATEMENTS

The information in “Consolidated Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and “Financial Statements” in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q is incorporated herein by reference. The financial data should be read in conjunction with the Company’s consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as incorporated by reference herein.

 

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MANAGEMENT

The information in “Directors, Executive Officers and Corporate Governance” in Part III, Item 10, “Executive Compensation” in Part III, Item 11 and “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” in Part III, Item 12 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are incorporated herein by reference.

 

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PORTFOLIO MANAGEMENT

The Company’s investment activities are managed by Blackstone Credit BDC Advisors LLC.

Investment Committee

The Investment Committee is composed of Dwight Scott, Brad Marshall, Steve Kuppenheimer, Rob Zable, Michael Zawadzki, Daniel H. Smith, Jr., Robert Horn, Robert Petrini, Louis Salvatore and Paulo Eapen. Biographical information regarding members of the Investment Committee, who are not Trustees or our executive officers, is as follows:

Dwight Scott, Senior Managing Director, Global Head of Blackstone Credit. Mr. Scott oversees the management of Blackstone Credit and sits on the investment committees for Blackstone Credit’s energy funds, performing credit funds and distressed funds. Prior to his current role, Mr. Scott managed the energy investing activity at BXC, where he remains active. Before joining BXC in 2005, at its inception, Mr. Scott was an Executive Vice President and Chief Financial Officer of El Paso Corporation. Prior to joining El Paso, Mr. Scott served as a Managing Director in the energy investment banking practice of Donaldson, Lufkin & Jenrette. Mr. Scott is currently a Director of GEP Haynesville. He is a member of the Wall Street for McCombs Board. Mr. Scott graduated from the University of North Carolina and the University of Texas’ McCombs School of Business.

Robert Zable (Portfolio Manager), Senior Managing Director of Blackstone, Chief Investment Officer of Blackstone Credit’s Liquid Credit Strategies. Mr. Zable is a Portfolio Manager of BCRED and a Senior Portfolio Manager for BXC’s U.S. CLOs and closed-end funds in Blackstone Credit’s LCS unit. He is also a member of BXC’s LCS Management Committee and sits on LCS’s U.S. Syndicated Credit Investment Committee, Global Structured Credit Investment Committee, Global Dynamic Credit Asset Allocation Committee, and CLO Origination Committee. Prior to joining BXC in 2007, Mr. Zable was a Vice President at FriedbergMilstein LLC, where he was responsible for credit opportunity investments and junior capital origination and execution. Mr. Zable began his career at JP Morgan Securities Inc., where he focused on leveraged finance in New York and London. Mr. Zable received a B.S. from Cornell University and an M.B.A in Finance from The Wharton School at the University of Pennsylvania.

Daniel H. Smith, Jr., Senior Managing Director, Head of Blackstone Credit’s Liquid Credit Strategies. Mr. Smith oversees Blackstone Credit’s Liquid Credit Strategies unit, which includes various commingled credit funds, permanent capital vehicles, CLOs, closed-end funds, and leveraged and unleveraged separately managed accounts. Additional responsibilities include serving as Chairman and Chief Executive Officer of the NYSE listed closed-end funds and interval fund that are managed by LCS. Prior to joining Blackstone Credit, then known as GSO Capital Partners, in 2005 Mr. Smith was Managing Partner and Co-Head of RBC Capital Market’s Alternative Investment Unit at Royal Bank of Canada in New York. Mr. Smith joined RBC in 2001 from Indosuez Capital, a division of Crédit Agricole Indosuez, where he was a Co-Head and Managing Director overseeing the firm’s debt investments business and merchant banking activities. He began his career in investment management in 1987 at Van Kampen American Capital (f/k/a Van Kampen Merritt), a mutual fund company in Chicago where he held a variety of positions managing portfolios of bonds and stocks including overseeing the firm’s high-yield investment group. Mr. Smith received a B.S. in Petroleum Engineering from the University of Southern California and a Master’s Degree in Management from the J.L. Kellogg Graduate School of Management at Northwestern University.

Michael Zawadzki (Portfolio Manager), Senior Managing Director, Global Chief Investment Officer of Blackstone Credit. Mr. Zawadzki serves as a Portfolio Manager of BCRED, Blackstone Green Private Credit Fund III (BGREEN III), and Energy Select Opportunities Funds I and II. Before joining Blackstone in 2006, Mr. Zawadzki was with Citigroup Private Equity. Before that, he worked in the investment banking division of Salomon Smith Barney. Mr. Zawadzki received a B.S. in Economics, magna cum laude, from the Wharton School of the University of Pennsylvania.

 

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Robert Horn, Senior Managing Director, Global Head of Sustainable Resources Group for Blackstone Credit. Mr. Horn oversees investment activities focused on energy transition, climate change solutions, and a broad range of sectors related to sustainable investing. In addition, Mr. Horn is a member of Blackstone’s ESG committee which helps to develop and implement the firm’s ESG policies. Mr. Horn also sits on various investment committees of Blackstone Credit. Mr. Horn serves on the board of directors of various companies, including Altus Power and ClearGen. Prior to joining Blackstone Credit, Mr. Horn worked in Credit Suisse’s Global Energy Group, where he advised on high yield financings and merger and acquisition assignments for companies in the power and utilities sector. Mr. Horn has a bachelor of commerce from McGill University, where he graduated with academic honors.

Robert Petrini, Senior Managing Director, Chief Investment Officer of North America PCS. Mr. Petrini a Joint Portfolio Manager for Capital Opportunities Funds I, II, III and IV. Mr. Petrini joined Blackstone Credit in 2005 and sits on the investment committees for Blackstone Credit’s performing credit funds, distressed funds and energy funds. Before joining Blackstone, Mr. Petrini was a Principal of DLJ Investment Partners (“DLJIP”), the $1.6 billion mezzanine fund of CSFB’s Alternative Capital Division. Prior to that, Mr. Petrini was a member of DLJ’s Leveraged Finance Group since 1997. Mr. Petrini graduated magna cum laude with a B.S. in Economics from the Wharton School of the University of Pennsylvania, where he was a Joseph Wharton and Benjamin Franklin Scholar.

Louis Salvatore, Senior Managing Director, Head of Portfolio Initiatives. Mr. Salvatore is the Co-Head of Blackstone Credit’s Performing Credit team and a member of the Performing Credit investment committees. Mr. Salvatore is responsible for sourcing, diligencing, structuring and managing performing credit investments. He is a Joint Portfolio Manager of Blackstone Credit’s mezzanine and direct lending funds. He also serves on the Blackstone Insurance Solutions and BTAS investment committees. Before joining Blackstone Credit, then known as GSO Capital Partners, in 2005 Mr. Salvatore was a Principal of DLJ Investment Partners, the mezzanine fund of CSFB’s Alternative Capital Division. Mr. Salvatore joined CSFB in 2000 when it acquired DLJ, where he was a member of the Merchant Banking Group. He had been a member of DLJ’s Leveraged Finance Group, specializing in corporate restructurings. Prior to that, he worked for Kidder Peabody. Mr. Salvatore received a BA in Economics from Cornell University and an MBA from the Wharton School of the University of Pennsylvania.

Paulo Eapen, Senior Managing Director, Head of Europe and APAC PCS. Mr. Eapen is the Head of the European Business of Blackstone Credit. Mr. Eapen sits on the investment committees for Blackstone Credit, performing credit funds and distressed funds. Mr. Eapen is focused on the origination and management of private credit and equity investments, spanning acquisitions and corporate refinancings. These investments include a wide variety of industries and geographies, primarily headquartered in Europe. Before joining Blackstone Credit, then known as GSO Capital Partners, in 2007 Mr. Eapen was with Citigroup Private Equity and previously worked in M&A investment banking with Salomon Smith Barney. Mr. Eapen is, or has been, on the boards (as a director or observer) of iAero Group, Ainscough Group, Cobham Mission Systems, Curium Pharma, EMI Music Publishing, Morson Group, Ring International / Helios and Welcome Break. Additionally, Mr. Eapen is on the board of directors for the Ubuntu Education Fund, a charitable organization. Mr. Eapen has a B.A. in Economics and Political Science from the University of Pennsylvania and is an Infantry Officer in the Singapore Armed Forces.

Portfolio Management

Set forth below is information regarding the portfolio manager and the team of professionals at the Adviser (who are not Trustees or members of the Investment Committee) that support overseeing the day-to-day operations of the Company. The Adviser utilizes a team approach, with decisions derived from interaction among various investment management sector specialists. Under this team approach, management of the Company’s portfolio will reflect a consensus of interdisciplinary views. Mr. Marshall is primarily responsible for overseeing the day-to-day operations of the Company.

 

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Investment Management and Strategy

Teddy Desloge, Managing Director. Mr. Desloge is a Managing Director with Blackstone Credit. He is involved with investment management for various direct lending vehicles including the Fund and BXSL. Since joining Blackstone Credit in 2015, Mr. Desloge has focused on origination, research, and execution of private and opportunistic credit investments across industries, and has primarily supported Blackstone Credit’s direct lending strategy. Before joining Blackstone Credit in 2015, Mr. Desloge was an Associate at Gefinor Capital where he focused on research and execution of private credit investments. He started his career in the Leveraged Finance group at Jefferies. Mr. Desloge graduated with a BA and a major in Economics from Hobart & William Smith Colleges.

Portfolio and Asset Management

Bradley Boggess, Managing Director, Head of Blackstone Credit Asset Management. Mr. Boggess is a Managing Director with Blackstone Credit and is involved with portfolio management and monitoring. Since joining Blackstone in 2018, Mr. Boggess has been focused on the Blackstone Credit Advantage program, which looks to bring Blackstone’s broad set of capabilities to bear for Blackstone Credit’s portfolio companies. Prior to joining Blackstone, Mr. Boggess was Managing Director and Chief Administrative Officer of Hudson Advisors, the asset management affiliate of Lone Star Funds since 2011. He also previously led the asset management team for private equity investments at Hudson. Mr. Boggess served as Chairman of the Board of Continental Building Products (NYSE:CBPX) and on the Board of Del Frisco’s Restaurant Group (NASDAQ:DFRG) and Forterra, PLC (LSE:FORT). Prior to Hudson he had various roles as a management consultant and restructuring advisor at AlixPartners, Ariba, and Accenture.

Mr. Boggess was an Armor Officer in the United States Army and received a BS in Management from Tulane University.

Joseph McKnight, Managing Director. Mr. McKnight is a Managing Director with Blackstone Credit and is focused on portfolio management and monitoring in the U.S. Direct Lending business. Mr. McKnight previously focused on mezzanine lending and private equity investments as part of Blackstone Credit’s energy platform. Before joining Blackstone Credit in 2014, Mr. McKnight served as a Vice President at Goldman Sachs, where he focused on private equity and proprietary direct investments in power generation and renewable energy within the firm’s J. Aron commodity division. He previously worked as an Associate in the Natural Resources private equity vertical at Apollo Management. Mr. McKnight received a BA in History from the University of Pennsylvania and a BS in Economics from The Wharton School of the University of Pennsylvania, where he graduated with academic honors.

Angelina Perkovic, Managing Director. Angelina Perkovic is a Managing Director with Blackstone Credit, and is involved with portfolio financing and management. Ms. Perkovic joined Blackstone Credit, then known as GSO Capital Partners, in 2005 and was previously a Senior Vice President responsible for compliance monitoring, testing and reporting for various leverage facilities as well as coordinating closing and funding of directly originated transactions. Prior to that, she handled bank debt settlements and compliance reporting for CLOs. Before joining Blackstone Credit, Ms. Perkovic worked at Royal Bank of Canada as an Assistant to the Portfolio Managers and Credit Analysts. Ms. Perkovic received a BBA in Finance and Investments from Zicklin School of Business, Baruch College.

 

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Other Accounts Managed

The table below identifies the number of accounts (other than the Company) for which the Company’s portfolio manager has day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated as of December 31, 2021.

Brad Marshall

 

Type of Account		Number of Accounts				Assets of Accounts				Number of Accounts Subject to a performance Fee				Assets Subject to a performance Fee
Registered investment companies			—				—				—				—
Other pooled investment vehicles(1)			3			$	46.981 billion				3			$	46.981 billion
Other accounts			7			$	8.242 billion				7			$	8.242 billion

Steve Kuppenheimer

 

Type of Account		Number of Accounts				Assets of Accounts				Number of Accounts Subject to a performance Fee				Assets Subject to a performance Fee
Registered investment companies			—				—				—				—
Other pooled investment vehicles(1)			2			$	45.968 billion				2			$	45.968 billion
Other accounts			3			$	0.485 billion				3			$	0.485 billion

Michael Zawadzki

 

Type of Account		Number of Accounts				Assets of Accounts				Number of Accounts Subject to a performance Fee				Assets Subject to a performance Fee
Registered investment companies			—				—				—				—
Other pooled investment vehicles(1)			2			$	5.929 billion				2			$	5.929 billion
Other accounts			9			$	2.464 billion				7			$	2.301 billion

Robert Zable

 

Type of Account		Number of Accounts				Assets of Accounts				Number of Accounts Subject to a performance Fee				Assets Subject to a performance Fee
Registered investment companies			4			$	2.134 billion				4			$	2.134
Other pooled investment vehicles(1)			47			$	60.381 billion				47			$	2.134 billion
Other accounts			1			$	0.042 billion				1			$	0.042 billion

 

(1)	Includes management investment companies that have elected to be regulated as business development companies under the 1940 Act.

Portfolio Manager Compensation

The Adviser’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary and a discretionary bonus.

 

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Base Compensation. Generally, portfolio managers receive base compensation and employee benefits based on their individual seniority and/or their position with the firm.

Discretionary Compensation. In addition to base compensation, portfolio managers may receive discretionary compensation. Discretionary compensation is based on individual seniority, contributions to the Adviser and performance of the client assets that the portfolio manager has primary responsibility for. The discretionary compensation is not based on a precise formula, benchmark or other metric. These compensation guidelines are structured to closely align the interests of employees with those of the Adviser and its clients.

Securities Ownership of the Portfolio Manager

The table below shows the dollar range of Common Shares owned by the portfolio managers as of

December 31, 2021:

 

Name of Portfolio Manager		Dollar Range of Equity Securities in the Company(1)
Brad Marshall		Over $1,000,000
Steve Kuppenheimer		$500,000 - $1,000,000
Rob Zable		None
Michael Zawadski		None

 

(1)	Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000, or over $1,000,000.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. As a BDC, the Company may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of the Independent Trustees and, in some cases, the prior approval of the SEC. We have received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.

In addition, we and the Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. A copy of the code of ethics is available on the Governing Documents section of the Company’s website at www.bcred.com.

 

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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

The following table sets forth, as of May 31, 2022, information with respect to the beneficial ownership of our Common Shares by:

 

•

each person known to us to be expected to beneficially own more than 5% of the outstanding Common Shares;

 

•

each of our Trustees and each executive officers; and

 

•

all of our Trustees and executive officers as a group.

Percentage of beneficial ownership is based on 818,501,495 shares outstanding as of May 31, 2022. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no Common Shares subject to options that are currently exercisable or exercisable within 60 days of the offering. No person is deemed to control the Company, as such term is defined in the 1940 Act.

 

Type of Ownership

Number

Percentage

Interested Trustees

Brad Marshall

Record/Beneficial

66,889

*

Vikrant Sawhney

—

39,284

*

Independent Trustees

Robert Bass

Record/Beneficial

4,459

*

Tracy Collins

—

—

—

Vicki L. Fuller

—

—

—

James F. Clark

Record/Beneficial

15,608

*

Michelle Greene(1)

Record/Beneficial

—

*

Executive Officers Who Are Not Directors(3)

Stephan Kuppenheimer

Record/Beneficial

22,296

*

Katherine Rubenstein

Record/Beneficial

3,043

*

Carlos Whitaker

—

—

—

Abby Miller(2)

—

—

—

Marisa J. Beeney

Record/Beneficial

986

*

All officers and Trustees as a group (12 persons)

152,565

 

*	Less than 1%.

(1)	Ms. Greene was appointed Trustee effective May 2, 2022.

(2)	Ms. Miller was appointed Chief Accounting Officer and Treasurer effective May 23, 2022.

(3)	The address for all of the Company’s officers and Trustees is c/o Blackstone Credit BDC Advisers LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

 

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Set forth in the table below is the dollar range of equity securities held in the Company by each Trustee as of December 31, 2021.

 

Name and Address		Dollar Range of Equity Securities in the Company(1)(2)				Aggregate Dollar Range of Equity Securities in the Fund  Complex(1)(2)(3)
Interested Trustees
Brad Marshall			Over $100,000				Over $100,000
Daniel H. Smith, Jr.(4)			Over $100,000				Over $100,000
Vikrant Sawhney			None				None
Independent Trustees(1)
Robert Bass			Over $100,000				Over $100,000
James F. Clark			Over $100,000				Over $100,000
Tracy Collins			None				None
Vicki L. Fuller			None				None
Michelle Greene(5)			—				—

 

(1)	Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)	The dollar range of equity securities beneficially owned are: none, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000 or over $100,000.

(3)

The “Fund Complex” consists of the Company, Blackstone Secured Lending Fund, the Blackstone Credit Closed-End Funds (Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short Credit Income Fund, Blackstone Strategic Credit Fund and Blackstone Floating Rate Enhanced Income Fund), as well as the Blackstone Alternative Alpha Funds (Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Fund II and Blackstone Alternative Alpha Master Fund) and Blackstone Alternative Multi-Strategy Fund.

(4)	Mr. Smith resigned as Trustee effective May 3, 2022.

(5)	Ms. Greene was appointed Trustee effective May 2, 2022.

 

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DESCRIPTION OF OUR SHARES

The following description is based on relevant portions of Delaware law and on our Second Amended and Restated Declaration of Trust (“Declaration of Trust”) and bylaws. This summary is not necessarily complete, and we refer you to Delaware law, our Declaration of Trust and our bylaws for a more detailed description of the provisions summarized below.

General

The terms of the Declaration of Trust authorize an unlimited number of Common Shares of any class, par value $0.01 per share, of which 693,235,505 shares were outstanding as of March 31, 2022, and an unlimited number of shares of preferred shares, par value $0.01 per share. The Declaration of Trust provides that the Board of Trustees may classify or reclassify any unissued Common Shares into one or more classes or series of Common Shares or preferred shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, or limitations as to distributions, qualifications, or terms or conditions of redemption of the shares. There is currently no market for our Common Shares, and we can offer no assurances that a market for our shares will develop in the future. We do not intend for the shares offered under this prospectus to be listed on any national securities exchange. There are no outstanding options or warrants to purchase our shares. No shares have been authorized for issuance under any equity compensation plans. Under the terms of our Declaration of Trust, shareholders shall be entitled to the same limited liability extended to shareholders of private Delaware for profit corporations formed under the Delaware General Corporation Law, 8 Del. C. § 100, et. seq. Our Declaration of Trust provides that no shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to us by reason of being a shareholder, nor shall any shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any person in connection with the Company’s assets or the affairs of the Company by reason of being a shareholder.

None of our shares are subject to further calls or to assessments, sinking fund provisions, obligations of the Company or potential liabilities associated with ownership of the security (not including investment risks). In addition, except as may be provided by the Board of Trustees in setting the terms of any class or series of Common Shares, no shareholder will be entitled to exercise appraisal rights in connection with any transaction.

The following are the Company’s outstanding classes of securities as of March 31, 2022.

Outstanding Securities

 

Title of Class

Amount Authorized

Amount Held by Fund for its Account

Amount Outstanding as of March 31, 2022

Class S

Unlimited

—

190,961,700

Class D

Unlimited

—

26,986,663

Class I

Unlimited

—

475,287,142

Common Shares

Under the terms of our Declaration of Trust, all Common Shares will have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Dividends and distributions may be paid to the holders of our Common Shares if, as and when authorized by our Board of Trustees and declared by us out of funds legally available therefore. Except as may be provided by our Board of Trustees in setting the terms of classified or reclassified shares, our Common Shares will have no preemptive, exchange, conversion, appraisal or redemption rights and will be freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and except that, in order to avoid the possibility

 

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that our assets could be treated as “plan assets,” we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of such shares or redeem any outstanding shares for such price and on such other terms and conditions as may be determined by or at the direction of the Board of Trustees. In the event of our liquidation, dissolution or winding up, each share of our Common Shares would be entitled to share pro rata in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of our Common Shares will be entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees. Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, the holders of our Common Shares will possess exclusive voting power. There will be no cumulative voting in the election of Trustees. Subject to the special rights of the holders of any class or series of preferred shares to elect Trustees, each Trustee will be elected by a plurality of the votes cast with respect to such Trustee’s election except in the case of a “contested election” (as defined in our bylaws), in which case Trustees will be elected by a majority of the votes cast in the contested election of Trustees. Pursuant to our Declaration of Trust, our Board of Trustees may amend the bylaws to alter the vote required to elect trustees.

Class S Shares

No upfront selling commissions are paid for sales of any Class S shares, however, if you purchase Class S shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to 3.5% cap on NAV for Class S shares.

We pay the Intermediary Manager selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares, including any Class S shares issued pursuant to our distribution reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Intermediary Manager reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

Class D Shares

No upfront selling commissions are paid for sales of any Class D shares, however, if you purchase Class D shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to 1.5% cap on NAV for Class D shares.

We pay the Intermediary Manager selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of all our outstanding Class D shares, including any Class D shares issued pursuant to our distribution reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Intermediary Manager reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating brokers that have

 

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alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) by other categories of investors that we name in an amendment or supplement to this prospectus.

Class I Shares

No upfront selling commissions or shareholder servicing and/or distribution fees are paid for sales of any Class I shares and financial intermediaries will not charge you transaction or other such fees on Class I Shares.

Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through certain registered investment advisers, (5) by our executive officers and trustees and their immediate family members, as well as officers and employees of the Adviser, Blackstone, Blackstone Credit or other affiliates and their immediate family members, and joint venture partners, consultants and other service providers or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares.

Other Terms of Common Shares

We will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Intermediary Manager or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. We may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares. In addition, immediately before any liquidation, dissolution or winding up, each Class S share and Class D share will automatically convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.

Preferred Shares

This offering does not include an offering of preferred shares. However, under the terms of the Declaration of Trust, our Board of Trustees may authorize us to issue preferred shares in one or more classes or series without shareholder approval, to the extent permitted by the 1940 Act. The Board of Trustees has the power to

 

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fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. We do not currently anticipate issuing preferred shares in the near future. In the event we issue preferred shares, we will make any required disclosure to shareholders. We will not offer preferred shares to the Adviser or our affiliates except on the same terms as offered to all other shareholders.

Preferred shares could be issued with terms that would adversely affect the shareholders, provided that we may not issue any preferred shares that would limit or subordinate the voting rights of holders of our Common Shares. Preferred shares could also be used as an anti-takeover device through the issuance of shares of a class or series of preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control. Every issuance of preferred shares will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to common shares and before any purchase of common shares is made, such preferred shares together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred shares, if any are issued, must be entitled as a class voting separately to elect two Trustees at all times and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two full years or more. Certain matters under the 1940 Act require the affirmative vote of the holders of at least a majority of the outstanding shares of preferred shares (as determined in accordance with the 1940 Act) voting together as a separate class. For example, the vote of such holders of preferred shares would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.

The issuance of any preferred shares must be approved by a majority of our independent Trustees not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel.

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses

Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. Our Declaration of Trust provides that our Trustees will not be liable to us or our shareholders for monetary damages for breach of fiduciary duty as a trustee to the fullest extent permitted by Delaware law. Our Declaration of Trust provides for the indemnification of any person to the full extent permitted, and in the manner provided, by Delaware law. In accordance with the 1940 Act, we will not indemnify certain persons for any liability to which such persons would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Pursuant to our Declaration of Trust and subject to certain exceptions described therein, we will indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Trustee or officer of the Company and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (ii) any individual who, while a Trustee or officer of the Company and at the request of the Company, serves or has served as a trustee, officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity (each such person, an “Indemnitee”), in each case to the fullest extent permitted by Delaware law. Notwithstanding the foregoing, we will not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, or (iii) a court of competent jurisdiction approves a

 

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settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

We will not indemnify an Indemnitee against any liability or loss suffered by such Indemnitee unless (i) the Company determines in good faith that the course of conduct that caused the loss or liability was in the best interest of the Company, (ii) the Indemnitee was acting on behalf of or performing services for the Company, (iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a Trustee (other than an independent Trustee), officer, employee, controlling person or agent of the Company, or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an independent Trustee, and (iv) such indemnification or agreement to hold harmless is recoverable only out of assets of the Company and not from the shareholders.

In addition, the Declaration of Trust permits the Company to advance reasonable expenses to an Indemnitee, and we will do so in advance of final disposition of a proceeding (a) if the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (b) the legal proceeding was initiated by a third party who is not a shareholder or, if by a shareholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) upon the Company’s receipt of (i) a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the Company and (ii) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the standard of conduct was not met.

Delaware Law and Certain Declaration of Trust Provisions

Organization and Duration

We were formed in Delaware on February 11, 2020, and will remain in existence until dissolved in accordance with our Declaration of Trust or pursuant to Delaware law.

Purpose

Under the Declaration of Trust, we are permitted to engage in any business activity that lawfully may be conducted by a statutory trust organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.

Our Declaration of Trust contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. Our Board of Trustees may, without shareholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; our Board of Trustees may, without shareholder action, amend our Declaration of Trust to increase the number of our Common Shares, of any class or series, that we will have authority to issue; and our Declaration of Trust provides that, while we do not intend to list our shares on any securities exchange, if any class of our shares is listed on a national securities exchange, our Board of Trustees will be divided into three classes of Trustees serving staggered terms of three years each. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Trustees. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.

Sales and Leases to the Company

Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, except as otherwise permitted under the 1940 Act, we may not purchase or lease

 

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assets in which the Adviser or any of its affiliates have an interest unless all of the following conditions are met: (a) the transaction is fully disclosed to the shareholders in a prospectus or in a periodic report; and (b) the assets are sold or leased upon terms that are reasonable to us and at a price not to exceed the lesser of cost or fair market value as determined by an independent expert. However, the Adviser may purchase assets in its own name (and assume loans in connection) and temporarily hold title, for the purposes of facilitating the acquisition of the assets, the borrowing of money, obtaining financing for us, or the completion of construction of the assets, so long as all of the following conditions are met: (i) the assets are purchased by us at a price no greater than the cost of the assets to the Adviser; (ii) all income generated by, and the expenses associated with, the assets so acquired will be treated as belonging to us; and (iii) there are no other benefits arising out of such transaction to the Adviser apart from compensation otherwise permitted by the Omnibus Guidelines, as adopted by the NASAA.

Sales and Leases to our Adviser, Trustees or Affiliates

Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, we may not sell assets to the Adviser or any of its affiliates unless such sale is approved by the holders of a majority of our outstanding Common Shares. Our Declaration of Trust also provides that we may not lease assets to the Adviser or any affiliate thereof unless all of the following conditions are met: (a) the transaction is fully disclosed to the shareholders in a prospectus or in a periodic report; and (b) the terms of the transaction are fair and reasonable to us.

Loans

Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, except for the advancement of indemnification funds, no loans, credit facilities, credit agreements or otherwise may be made by us to the Adviser or any of its affiliates.

Commissions on Financing, Refinancing or Reinvestment

Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, we generally may not pay, directly or indirectly, a commission or fee to the Adviser or any of its affiliates in connection with the reinvestment of cash available for distribution, available reserves, or the proceeds of the resale, exchange or refinancing of assets.

Lending Practices

Our Declaration of Trust provides that, with respect to financing made available to us by the Adviser, the Adviser may not receive interest in excess of the lesser of the Adviser’s cost of funds or the amounts that would be charged by unrelated lending institutions on comparable loans for the same purpose. The Adviser may not impose a prepayment charge or penalty in connection with such financing and the Adviser may not receive points or other financing charges. In addition, the Adviser will be prohibited from providing financing to us with a term in excess of 12 months.

Number of Trustees; Vacancies; Removal

Our Declaration of Trust provides that the number of Trustees will be set by our Board of Trustees in accordance with our bylaws. Our bylaws provide that a majority of our entire Board of Trustees may at any time increase or decrease the number of Trustees. Our Declaration of Trust provides that the number of Trustees generally may not be less than one. Except as otherwise required by applicable requirements of the 1940 Act and as may be provided by our Board of Trustees in setting the terms of any class or series of preferred shares, pursuant to an election under our Declaration of Trust, any and all vacancies on our Board of Trustees may be filled only by the affirmative vote of a majority of the remaining Trustees in office, even if the remaining Trustees do not

 

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constitute a quorum, and any Trustee elected to fill a vacancy will serve for the remainder of the full term of the Trustee for whom the vacancy occurred and until a successor is elected and qualified, subject to any applicable requirements of the 1940 Act. Independent Trustees will nominate replacements for any vacancies among the independent Trustees’ positions.

Our Declaration of Trust provides that a Trustee may be removed only for cause and only by a majority of the remaining Trustees (or in the case of the removal of a Trustee that is not an interested person, a majority of the remaining Trustees that are not interested persons). Our Declaration of Trust provides that, notwithstanding the foregoing provision, any Trustee may be removed with or without cause upon the vote of a majority of then-outstanding shares.

We have a total of seven members of our Board of Trustees, five of whom are independent Trustees. Our Declaration of Trust provides that a majority of our Board of Trustees must be independent Trustees except for a period of up to 60 days after the death, removal or resignation of an independent Trustee pending the election of his or her successor. Each Trustee will hold office until his or her successor is duly elected and qualified. While we do not intend to list our shares on any securities exchange, if any class of our shares is listed on a national securities exchange, our Board of Trustees will be divided into three classes of Trustees serving staggered terms of three years each.

Action by Shareholders

Our bylaws provide that shareholder action can be taken only at a special meeting of shareholders or by unanimous consent in lieu of a meeting. The shareholders will only have voting rights as required by the 1940 Act or as otherwise provided for in the Declaration of Trust. Under our Declaration of Trust and bylaws, the Company is not required to hold annual meetings. Special meetings may be called by the Trustees and certain of our officers, and will be limited to the purposes for any such special meeting set forth in the notice thereof. In addition, our Declaration of Trust provides that, subject to the satisfaction of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of shareholders will be called by our secretary upon the written request of shareholders entitled to cast 10% or more of the votes entitled to be cast at the meeting. The secretary shall provide all shareholders, within ten days after receipt of said request, written notice either in person or by mail of the date, time and location of such requested special meeting and the purpose of the meeting. Any special meeting called by such shareholders is required to be held not less than fifteen nor more than 60 days after notice is provided to shareholders of the special meeting. These provisions will have the effect of significantly reducing the ability of shareholders being able to have proposals considered at a meeting of shareholders.

With respect to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Trustees at a special meeting may be made only (1) pursuant to our notice of the meeting, (2) by the Board of Trustees or (3) provided that the Board of Trustees has determined that Trustees will be elected at the meeting, by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Declaration of Trust.

Our Declaration of Trust also provides that, subject to the provisions of any class or series of shares then outstanding and the mandatory provisions of any applicable laws or regulations or other provisions of the Declaration of Trust, the following actions may be taken by the shareholders, without concurrence by our Board of Trustees or the Adviser, upon a vote by the holders of more than 50% of the outstanding shares entitled to vote to:

 

•

modify the Declaration of Trust;

 

•

remove the Adviser or appoint a new investment adviser;

 

•

dissolve the Company;

 

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•

sell all or substantially all of our assets other than in the ordinary course of business; or

 

•

remove any Trustee with or without cause (provided the aggregate number of Trustees after such removal shall not be less than the minimum required by the Declaration of Trust).

The purpose of requiring shareholders to give us advance notice of nominations and other business is to afford our Board of Trustees a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board of Trustees, to inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of shareholders. Although our Declaration of Trust does not give our Board of Trustees any power to disapprove shareholder nominations for the election of Trustees or proposals recommending certain action, they may have the effect of precluding a contest for the election of Trustees or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of trustees or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our shareholders.

Our Adviser may not, without the approval of a vote by the holders of more than 50% of the outstanding shares entitled to vote on such matters:

 

•

amend the Investment Advisory Agreement except for amendments that would not adversely affect the rights of our shareholders;

 

•

except as otherwise permitted under the Investment Advisory Agreement, voluntarily withdraw as our investment adviser unless such withdrawal would not affect our tax status and would not materially adversely affect our shareholders;

 

•

appoint a new investment adviser (other than a sub-adviser pursuant to the terms of the Investment Advisory Agreement and applicable law);

 

•

sell all or substantially all of our assets other than in the ordinary course of business; or

 

•

cause the merger or similar reorganization of the Company.

Amendment of the Declaration of Trust and Bylaws

Our Declaration of Trust provides that shareholders are entitled to vote upon a proposed amendment to the Declaration of Trust if the amendment would alter or change the powers, preferences or special rights of the shares held by such shareholders so as to affect them adversely. Approval of any such amendment requires at least a majority of the votes cast by such shareholders at a meeting of shareholders duly called and at which a quorum is present. In addition, amendments to our Declaration of Trust to make our Common Shares a “redeemable security” or to convert the Company, whether by merger or otherwise, from a closed-end company to an open-end company each must be approved by (a) the affirmative vote of shareholders entitled to cast at least a majority of the votes entitled to be cast on the matter prior to the occurrence of a listing of any class of our shares on a national securities exchange and (b) the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter upon and following the occurrence of a listing of any class of our shares on a national securities exchange.

Our Declaration of Trust provides that our Board of Trustees has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws. Except as described above and for certain provisions of our Declaration of Trust relating to shareholder voting and the removal of trustees, our Declaration of Trust provides that our Board of Trustees may amend our Declaration of Trust without any vote of our shareholders.

Actions by the Board Related to Merger, Conversion, Reorganization or Dissolution

The Board of Trustees may, without the approval of holders of our outstanding shares, approve a merger, conversion, consolidation or other reorganization of the Company, provided that the resulting entity is a business

 

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development company under the 1940 Act. The Company will not permit the Adviser to cause any other form of merger or other reorganization of the Company without the affirmative vote by the holders of more than fifty percent (50%) of the outstanding shares of the Company entitled to vote on the matter. The Company may be dissolved at any time, without the approval of holders of our outstanding shares, upon affirmative vote by a majority of the Trustees.

Derivative Actions

No person, other than a Trustee, who is not a shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Company. No shareholder may maintain a derivative action on behalf of the Company unless holders of at least ten percent (10%) of the outstanding shares join in the bringing of such action. A “derivative” action does not include any derivative or other action arising under the U.S. federal securities laws.

In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Statute, a shareholder may bring a derivative action on behalf of the Company only if the following conditions are met: (i) the shareholder or shareholders must make a pre-suit demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such an action is not likely to succeed; and a demand on the Board of Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Board of Trustees who are not “independent Trustees” (as that term is defined in the Delaware Statutory Trust Statute); and (ii) unless a demand is not required under clause (i) above, the Board of Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim; and the Board of Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the shareholders making such request to reimburse the Company for the expense of any such advisors in the event that the Board of Trustees determine not to bring such action. For purposes of this paragraph, the Board of Trustees may designate a committee of one or more Trustees to consider a shareholder demand.

Exclusive Delaware Jurisdiction

Each Trustee, each officer and each person legally or beneficially owning a share or an interest in a share of the Company (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Statutory Trust Statute, (i) irrevocably agrees that any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Company, the Delaware Statutory Trust Statute or the Declaration of Trust (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of the Declaration of Trust, (B) the duties (including fiduciary duties), obligations or liabilities of the Company to the shareholders or the Board of Trustees, or of officers or the Board of Trustees to the Company, to the shareholders or each other, (C) the rights or powers of, or restrictions on, the Company, the officers, the Board of Trustees or the shareholders, (D) any provision of the Delaware Statutory Trust Statute or other laws of the State of Delaware pertaining to trusts made applicable to the Company pursuant to Section 3809 of the Delaware Statutory Trust Statute or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Statutory Trust Statute or the Declaration of Trust relating in any way to the Company (regardless, in each case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed,

 

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(B) such claim, suit, action or proceeding is brought in an inconvenient forum or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

Restrictions on Roll-Up Transactions

In connection with a proposed “roll-up transaction,” which, in general terms, is any transaction involving the acquisition, merger, conversion or consolidation, directly or indirectly, of us and the issuance of securities of an entity that would be created or would survive after the successful completion of the roll-up transaction, we will obtain an appraisal of all of our properties from an independent expert. In order to qualify as an independent expert for this purpose, the person or entity must have no material current or prior business or personal relationship with us and must be engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by us, who is qualified to perform such work. Our assets will be appraised on a consistent basis, and the appraisal will be based on the evaluation of all relevant information and will indicate the value of our assets as of a date immediately prior to the announcement of the proposed roll-up transaction. The appraisal will assume an orderly liquidation of our assets over a 12-month period. The terms of the engagement of such independent expert will clearly state that the engagement is for our benefit and the benefit of our shareholders. We will include a summary of the appraisal, indicating all material assumptions underlying the appraisal, in a report to the shareholders in connection with the proposed roll-up transaction. If the appraisal will be included in a prospectus used to offer the securities of the roll-up entity, the appraisal will be filed with the SEC and the states as an exhibit to the registration statement for the offering.

In connection with a proposed roll-up transaction, the person sponsoring the roll-up transaction must offer to the shareholders who vote against the proposal a choice of:

 

•

accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or

 

•

one of the following:

 

•

remaining as shareholders and preserving their interests in us on the same terms and conditions as existed previously; or

 

•

receiving cash in an amount equal to their pro rata share of the appraised value of our net assets.

We are prohibited from participating in any proposed roll-up transaction:

 

•

which would result in shareholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in the Declaration, including rights with respect to the election and removal of directors, annual and special meetings, amendments to the Declaration and our dissolution;

 

•

which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of Common Shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor;

 

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•

in which shareholders’ rights to access to records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in the Declaration;

 

•

in which we would bear any of the costs of the roll-up transaction if the shareholders reject the roll-up transaction; or

 

•

unless the organizational documents of the entity that would survive the roll-up transaction provide that neither its adviser nor its intermediary-manager may vote or consent on matters submitted to its shareholders regarding the removal of its adviser or any transaction between it and its adviser or any of its affiliates.

Access to Records

Any shareholder will be permitted access to all of our records to which they are entitled under applicable law at all reasonable times and may inspect and copy any of them for a reasonable copying charge. Inspection of our records by the office or agency administering the securities laws of a jurisdiction will be provided upon reasonable notice and during normal business hours. An alphabetical list of the names, addresses and business telephone numbers of our shareholders, along with the number of Common Shares held by each of them, will be maintained as part of our books and records and will be available for inspection by any shareholder or the shareholder’s designated agent at our office. The shareholder list will be updated at least quarterly to reflect changes in the information contained therein. A copy of the list will be mailed to any shareholder who requests the list within ten days of the request. A shareholder may request a copy of the shareholder list for any proper and legitimate purpose, including, without limitation, in connection with matters relating to voting rights and the exercise of shareholder rights under federal proxy laws. A shareholder requesting a list will be required to pay reasonable costs of postage and duplication. Such copy of the shareholder list shall be printed in alphabetical order, on white paper, and in readily readable type size (no smaller than 10 point font).

A shareholder may also request access to any other corporate records. If a proper request for the shareholder list or any other corporate records is not honored, then the requesting shareholder will be entitled to recover certain costs incurred in compelling the production of the list or other requested corporate records as well as actual damages suffered by reason of the refusal or failure to produce the list. However, a shareholder will not have the right to, and we may require a requesting shareholder to represent that it will not, secure the shareholder list or other information for the purpose of selling or using the list for a commercial purpose not related to the requesting shareholder’s interest in our affairs. We may also require that such shareholder sign a confidentiality agreement in connection with the request.

Reports to Shareholders

Within 60 days after each fiscal quarter, we will distribute our quarterly report on Form 10-Q to all shareholders of record. In addition, we will distribute our annual report on Form 10-K to all shareholders within 120 days after the end of each calendar year, which must contain, among other things, a breakdown of the expenses reimbursed by us to the Adviser. These reports will also be available on our website at www.bcred.com and on the SEC’s website at www.sec.gov.

Subject to availability, you may authorize us to provide prospectuses, prospectus supplements, annual reports and other information, or documents, electronically by so indicating on your subscription agreement, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically. Unless you elect in writing to receive documents electronically, all documents will be provided in paper form by mail. You must have internet access to use electronic delivery. While we impose no additional charge for this service, there may be potential costs associated with electronic delivery, such as on-line charges. Documents will be available on our website. You may access and print all documents provided through this service. As documents become

 

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available, we will notify you of this by sending you an e-mail message that will include instructions on how to retrieve the document. If our e-mail notification is returned to us as “undeliverable,” we will contact you to obtain your updated e-mail address. If we are unable to obtain a valid e-mail address for you, we will resume sending a paper copy by regular U.S. mail to your address of record. You may revoke your consent for electronic delivery at any time and we will resume sending you a paper copy of all required documents. However, in order for us to be properly notified, your revocation must be given to us a reasonable time before electronic delivery has commenced. We will provide you with paper copies at any time upon request. Such request will not constitute revocation of your consent to receive required documents electronically.

Conflict with the 1940 Act

Our Declaration of Trust provide that, if and to the extent that any provision of Delaware law, or any provision of our Declaration of Trust conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

 

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DISTRIBUTION REINVESTMENT PLAN

The information in “Business—Distribution Reinvestment Plan” in Part 1, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is incorporated herein by reference.

 

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CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

Our securities are held under a custody agreement by State Street Bank and Trust Company. The address of the custodian is: 100 Summer Street, Floor 5, Boston, Massachusetts 02110. DST Systems, Inc. acts as our transfer agent, distribution disbursing agent for our common shares. The principal business address of DST Systems, Inc. is 333 West 11th Street, ^5th Floor, Kansas City, Missouri 64105-1594, telephone number: (816) 435-3455.

 

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BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we will generally acquire and dispose of our investments in privately negotiated transactions, we will infrequently use brokers in the normal course of our business. Subject to policies established by the Board, if any, the Adviser will be primarily responsible for the execution of any publicly-traded securities portfolio transactions and the allocation of brokerage commissions. The Adviser does not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While the Adviser generally will seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Adviser may select a broker based partly upon brokerage or research services provided to it and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if the Adviser determines in good faith that such commission is reasonable in relation to the services provided.

 

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LEGAL MATTERS

Certain legal matters with respect to the validity of the Exchange Notes offered by this prospectus have been passed upon for us by Richards, Layton & Finger, P.A., Wilmington, Delaware and Simpson Thacher & Bartlett LLP, New York, New York.

 

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EXPERTS

The consolidated financial statements of the Company and its consolidated subsidiaries at December 31, 2021 and 2020, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, located at 30 Rockefeller Plaza, New York, New York, 10112, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. These filings are available to the public from the SEC’s website at www.sec.gov.

Our website address is www.bcred.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5, our trustees and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our industry and businesses. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus (except for SEC filings expressly incorporated herein).

 

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INCORPORATION BY REFERENCE

We incorporate by reference the documents listed below. The information that we incorporate by reference is considered to be part of this prospectus. Specifically, we incorporate by reference:

 

•

our Annual Report on Form 10-K for the fiscal year ended December  31, 2021 filed with the SEC on March 9, 2022;

 

•

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC on May 13, 2022; and

 

•

our Current Reports on Form 8-K filed with the SEC on March  23, 2022, March  28, 2022, April  11, 2022, April 21, 2022, May  4, 2022, May 12, 2022, May  24, 2022 and June 27, 2022 (other than any information furnished rather than filed).

Any statement contained herein or in a document, all or a portion of which is incorporated by reference herein, will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may obtain copies of these documents, at no cost to you, from our website at www.bcred.com, or by writing or telephoning us at the following address:

Blackstone Private Credit Fund

345 Park Avenue, 31st Floor

New York, NY 10154

(212) 503-2100

 

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PART C

OTHER INFORMATION

Item 15. Indemnification.

Article VII of the Registrant’s Second Amended and Restated Agreement and Declaration of Trust provides that:

Section 7.1 Limitation of Shareholder Liability. Shareholders shall be entitled to the same limited liability extended to Shareholders of private Delaware for profit corporations formed under the DGCL. No Shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Company by reason of being a Shareholder, nor shall any Shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Company’s assets or the affairs of the Company by reason of being a Shareholder.

Section 7.2 Limitation of Trustee and Officer Liability. To the fullest extent permitted by Delaware law, subject to any limitation set forth under the federal securities laws, or in this Article VII, no Trustee or officer of the Company shall be liable to the Company or its Shareholders for money damages. Neither the amendment nor repeal of this Section 7.2, nor the adoption or amendment of any other provision of this Declaration of Trust or Bylaws inconsistent with this Section 7.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. The Company may not incur the cost of that portion of liability insurance which insures the Adviser for any liability as to which the Adviser is prohibited from being indemnified.

Section 7.3 Indemnification.

(a) Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact:

(i) that he or she is or was a Trustee, officer, employee, Controlling Person or agent of the Company, or

(ii) that he or she, being at the time a Trustee, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (collectively, “another enterprise” or “other enterprise”), whether either in case (i) or in case (ii) the basis of such proceeding is alleged action or inaction (x) in an official capacity as a Trustee, officer, employee, Controlling Person or agent of the Company, or as a director, trustee, officer, employee or agent of such other enterprise, or (y) in any other capacity related to the Company or such other enterprise while so serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent not prohibited by Delaware law and subject to paragraphs (b) and (c) below, from and against all liability, loss, judgments, penalties, fines, settlements, and reasonable expenses (including, without limitation, attorneys’ fees and amounts paid in settlement and including costs of enforcement of enforcement of rights under this Section) (collectively, “Liability and Losses”) actually incurred or suffered by such Person in connection therewith. The Persons indemnified hereunder are hereinafter referred to as “Indemnitees.” Such indemnification as to such alleged action or inaction shall continue as to an Indemnitee who has after such alleged action or inaction ceased to be a Trustee, officer, employee, Controlling Person or agent of the Company, or director, officer, employee or agent of another enterprise; and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. The right to indemnification conferred under this Article VII: (A) shall be a contract right; (B) shall not be affected adversely as to any Indemnitee by any amendment or repeal of this Declaration of Trust with respect to any action or inaction occurring prior to such amendment or repeal; and (C) shall vest immediately upon election or appointment of such Indemnitee.

 

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(b) Notwithstanding anything to the contrary herein, the Company shall not provide any indemnification of an Indemnitee pursuant to paragraph (a) above, unless all of the following conditions are met:

(i) The Indemnitee has determined, in good faith, that any course of conduct of such Indemnitee giving rise to the Liability and Losses was in the best interests of the Company.

(ii) The Indemnitee was acting on behalf of or performing services for the Company.

(iii) Such Liability and Losses were not the result of (1) negligence or misconduct, in the case that the Indemnitee is a Trustee (other than an Independent Trustee), officer, employee, Controlling Person or agent of the Company, or (2) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Trustee.

(iv) Such indemnification is recoverable only out of the net assets of the Company and not from the Shareholders.

(c) Notwithstanding anything to the contrary herein, the Company shall not provide any indemnification of an Indemnitee pursuant to paragraph (a) above for any Liability and Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

Section 7.4 Payment of Expenses. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (ii) the Indemnitee provides the Company with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized by Section 7.3 hereof, (iii) the legal proceeding was initiated by a third party who is not a Shareholder or, if by a Shareholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined by final, non-appealable decision of a court of competent jurisdiction, that the Indemnitee is not entitled to indemnification.

Section 7.5 Limitations to Indemnification. The provisions of this Article VII shall be subject to the limitations of the 1940 Act.

Section 7.6 Express Exculpatory Clauses in Instruments. Neither the Shareholders nor the Trustees, officers, employees or agents of the Company shall be liable under any written instrument creating an obligation of the Company by reason of their being Shareholders, Trustees, officers, employees or agents of the Company, and all Persons shall look solely to the Company’s net assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Shareholder, Trustee, officer, employee or agent liable thereunder to any third party, nor shall the Trustees or any officer, employee or agent of the Company be liable to anyone as a result of such omission.

Section 7.7 Non-exclusivity. The indemnification and advancement of expenses provided or authorized by this Article VII shall not be deemed exclusive of any other rights, by indemnification or otherwise, to which any Indemnitee may be entitled under the Bylaws, a resolution of Shareholders or Trustees, an agreement or otherwise.

 

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Section 7.8 No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder.

Section 7.9 No Duty of Investigation; No Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Company shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Company, and every other act or thing whatsoever executed in connection with the Company shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration of Trust or in their capacity as officers, employees or agents of the Company. The Trustees may maintain insurance for the protection of the Company’s property, the Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

Section 7.10 Reliance on Experts, etc. Each Trustee and officer or employee of the Company shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Company, upon an opinion of counsel, or upon reports made to the Company by any of the Company’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Company, regardless of whether such counsel or expert may also be a Trustee.

Insofar as indemnification for liability arising under the 1933 Act, may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

Item 16.

Exhibits.

 

(1)(a)		Second Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 23, 2022).
(2)		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2021).
(4)		Form of Subscription Agreement (incorporated by reference to Exhibit (d)  to the Company’s Registration Statement on Form N-2, filed on September 2, 2021).
(5)(a)		Master Note Purchase Agreement, dated as of June  21, 2021, by and among the Company and the purchasers signatory thereto (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 16, 2021).
(5)(b)		Indenture, dated June 29, 2021, by and among BCRED BSL CLO  2021-1,  Ltd. as issuer, BCRED BSL CLO 2021-1, LLC as co-issuer and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 16, 2021).
(5)(c)		Indenture, dated as of September  15, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September  15, 2021).

 

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(5)(d)		First Supplemental Indenture, dated as of September  15, 2021, relating to the 1.750% Notes due 2024, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on September 15, 2021).
(5)(e)		Second Supplemental Indenture, dated as of September  15, 2021, relating to the 2.625% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on September 15, 2021).
(5)(f)		Third Supplemental Indenture, dated as of November  2, 2021, relating to the 1.750% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2021).
(5)(g)		Fourth Supplemental Indenture, dated as of November  22, 2021, relating to the 2.350% Notes due 2024, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(h)		Fifth Supplemental Indenture, dated as of November  22, 2021, relating to the 3.250% Notes due 2027, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(i)		Sixth Supplemental Indenture, dated as of January  18, 2022, relating to the 2.700% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(j)		Seventh Supplemental Indenture, dated as of January  18, 2022, relating to the 4.000% Notes due 2029, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(k)		Eighth Supplemental Indenture, dated as of March  24, 2022, relating to the 4.7000% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on March 28, 2022).
(5)(l)		Ninth Supplemental Indenture, dated as of April  14, 2022, relating to the 4.875% Notes due 2026, by and between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on April 20, 2022.
(5)(m)		Form of 1.750% Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 15, 2021).
(5)(n)		Form of 2.625% Notes due 2026 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 15, 2021).
(5)(o)		Form of 1.750% Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 2, 2021).
(5)(p)		Form of 2.350% Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(q)		Form of 3.250% Notes due 2027 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(r)		Form of 2.700% Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(s)		Form of 4.000% Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(t)		Form of 4.7000% Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 28, 2022).

 

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(5)(u)		Form of 4.875% Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on April 20, 2022).
(5)(v)		Registration Rights Agreement, dated as of September  15, 2021, relating to the 2024 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on September 15, 2021).
(5)(w)		Registration Rights Agreement, dated as of September  15, 2021, relating to the 2026 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on September 15, 2021).
(5)(x)		Registration Rights Agreement, dated as of November  22, 2021, relating to the 2024 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(y)		Registration Rights Agreement, dated as of November  22, 2021, relating to the 2027 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K, filed on November 23, 2021).
(5)(z)		Registration Rights Agreement, dated as of January  18, 2022, relating to the 2025 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(aa)		Registration Rights Agreement, dated as of January  18, 2022, relating to the 2029 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K, filed on January 20, 2022).
(5)(bb)		Registration Rights Agreement, dated as of March  24, 2022, relating to the Notes, by and among the Fund and Citigroup Global Markets Inc., Goldman Sachs  & Co. LLC, MUFG Securities Americas, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on March 28, 2022).
(6)(a)		Investment Advisory Agreement between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(6)(b)		Intermediary Manager Agreement between the Company and the Intermediary Manager, dated October  5, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(6)(c)		Form of Selected Intermediary Agreement (incorporated by reference to Exhibit (h)(2) to the Company’s  Registration Statement on Form N-2, filed on September 30, 2020).
(6)(d)		Distribution and Shareholder Servicing Plan of the Registrant, dated October  5, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).

 

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(6)(e)		Administration Agreement between the Company and the Administrator, dated October  5, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(6)(f)		Escrow Agreement by and among the Company, Blackstone Securities Partners L.P., and UMB Bank, N.A., dated October  5, 2020 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(9)		Custodian Agreement between the Company and State Street Bank and Trust Company, dated October  5, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(11)(a)		Opinion of Richards, Layton & Finger, P.A.*
(11)(b)		Opinion of Simpson Thacher & Bartlett LLP*
(12)		Opinion and Consent of Simpson Thacher & Bartlett LLP supporting tax matters and consequences to Noteholders discussed in the prospectus*
(13)(a)		Agency Agreement between the Company and DST Systems, Inc., dated October  5, 2020 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(13)(b)		Expense Support and Conditional Reimbursement Agreement by and between the Company and Adviser, dated October  5, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(13)(c)		Multi-Class Plan, dated October  5, 2020 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(13)(d)		Distribution Reinvestment Plan, dated October  5, 2020 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed on March 5, 2021).
(13)(e)		Securities Purchase Agreement, dated March  5, 2021, by and among the Company, Twin Peaks Parent LLC, BCRED Twin Peaks LLC, Teacher Retirement System of Texas and Blackstone Credit BDC Advisors LLC  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2021).
(13)(f)		Credit and Security Agreement, dated as of January 8, 2021, by and among BCRED  Castle Peak Funding LLC, as borrower, the Company, as equityholder and collateral manager, and Citibank, N.A., as administrative agent  and Wilmington Trust, National Association, as custodian, collateral agent and collateral administrator  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2021).
(13)(g)		Amendment No. 3, dated as of December  21, 2021, amending and restating the Credit and Security Agreement, dated as of January 8, 2021, by and among BCRED Castle Peak Funding LLC as borrower, the Company  as equityholder and collateral manager, and Citibank, N.A., as administrative agent  and Wilmington Trust, National Associate, as custodian, collateral agent and collateral administrator (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K, filed on March  9, 2022).
(13)(h)		Credit Agreement, dated as of January 28, 2021, by and among BCRED Maroon Peak Funding  LLC, the Company, Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc., as administrative agent and U.S. Bank National Association, as collateral agent  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2021).
(13)(i)		Second Amendment, dated as of May  27, 2021, amending and restating the Credit Agreement dated as of January  28, 2021, by and among BCRED Maroon Peak Funding LLC, the Company, Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc., as administrative agent and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 10.14.1 to the Company’s Annual Report on Form 10-K, filed on March 9, 2022).

 

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(13)(j)		Revolving Credit and Security Agreement, dated as of March 15, 2021, by and among BCRED  Bard Peak Funding LLC, as borrower,  BNP Paribas as administrative agent, Wells Fargo Bank, National Association as collateral agent and the Company as servicer and equityholder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 18, 2021).
(13)(k)		Amendment No 4., dated as of November  18, 2021, amending and restating the Revolving Credit and Security Agreement, dated as of March  15, 2021, by and among BCRED Bard Peak Funding LLC, as borrower BNP Paribas, as administrative agent, Wells Fargo Bank, National Association as collateral agent and the Company as servicer and equity holder (incorporated by reference to Exhibit 10.5.1 to the Company’s Annual Report on Form 10-K, filed on March 9, 2022).
(13)(l)		Loan Financing and Servicing Agreement, dated as of October 11, 2018, by and among BCRED  Denali Peak Funding LLC  (f/k/a GSO Downing Street LLC), Twin Peaks (f/k/a GSO Direct Lending Fund-D LP), as servicer, Deutsche Bank AG, New York Branch, as facility agent, and U.S. Bank National Association as collateral agent and custodian (incorporated by reference to Exhibit 10.2.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2021).
(13)(m)		Third Omnibus Amendment to Transaction Documents, dated as of September  30, 2021, amending and restating the Loan Financing Servicing Agreement, dated as of October 11, 2018, by and among BCRED Denali Peak Funding LLC (f/k/a GSO Downing Street LLC), Twin Peaks (f/k/a GSO Direct Lending Fund-D LP), as servicer, Deutsche Bank AG, New York Branch, as facility agent, and Wilmington Trust, National Association as collateral agent and custodian (incorporated by reference to Exhibit 10.16.1 to the Company’s Annual Report on Form 10-K, filed on March 9, 2022).
(13)(n)		Joinder Agreement, dated as of October  20, 2021, by and among BCRED Denali Peak Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as the facility agent and the financial institution identified therein (incorporated by reference to Exhibit 10.16.2 to the Company’s Annual Report on Form 10-K, filed on March 9, 2022).
(13)(o)		Senior Secured Revolving Credit Facility, dated as of March  3, 2021, by and among BCRED Summit Peak Funding LLC, as borrower, Société Generale as agent and swingline lender, Wilmington Trust, National Association, as collateral agent, custodian and collateral administrator and the Company as servicer and equityholder (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2021).
(13)(p)		Amendment No. 3, dated as of October  29, 2021, amending and restating the Loan and Servicing Agreement, dated as of March 3, 2021, by and among BCRED Summit Peak Funding  LLC, as borrower, Société Generale as agent and swingline lender, Wilmington Trust, National Association, as collateral agent, collateral  custodian and collateral administrator and the Company as servicer and equityholder  (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021).
(13)(q)		Senior Secured Credit Agreement, dated as of May  18, 2021, by and among the Company, Citibank N.A., as administrative agent, and Citibank, N.A. and BofA Securities, Inc. as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 25, 2021).
(13)(r)		Incremental Assumption Agreement, dated September  7, 2021, relating to the Senior Secured Credit Agreement dated as of May 18, 2021 among the Company, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent  (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021).
(13)(s)		Amendment No. 1 dated as of November  5, 2021 to the Senior Secured Credit Agreement dated as of May  18, 2021, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021).
(13)(t)		Amendment No. 2 dated as of March  7, 2022 to the Senior Secured Credit Agreement dated as of May  18, 2021, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.18.3 to the Company’s Annual Report on Form 10-K, filed on March 9, 2022).

 

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(14)(a)		Consent of Deloitte & Touche LLP.*
(14)(b)		Report of Deloitte & Touche LLP regarding the senior securities table contained herein.*
(16)		Power of Attorney for Brad Marshall, Carlos Whitaker, Stephan Kuppenheimer, Katherine Rubenstein, Abby Miller, Marisa J. Beeney, Vikrant Sawhney, Michelle Greene, Robert Bass, James F. Clark, Tracy Collins and Vicki L. Fuller.*
(17)(a)		Statement of Eligibility on Form T-1 of U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 17(a) to the Company’s Registration Statement on Form N-14, filed on May 20, 2022).
(17)(b)		Form of Letter of Transmittal (incorporated by reference to Exhibit 17(b) to the Company’s Registration Statement on Form  N-14, filed on May 20, 2022)
(18)		Filing Fees Table (incorporated by reference to Exhibit 18 to the Company’s Registration Statement on Form N-14, filed on May 20, 2022).

 

*	Filed herewith.

**	To be filed by amendment.

Item 17. Undertakings.

 

(1)

The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the 1933 Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2)

The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment will be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time will be deemed to be the initial bona fide offering of them.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in New York, New York on the 30th day of June, 2022.

 

As required by the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

 

SIGNATURE		TITLE		DATE
/s/ Brad Marshall Brad Marshall		Chief Executive Officer and Trustee (Principal Executive Officer)		June 30, 2022
/s/ Stephan Kuppenheimer Stephan Kuppenheimer		Chief Financial Officer (Principal Financial Officer)		June 30, 2022
/s/ Abby Miller Abby Miller		Chief Accounting Officer and Treasurer (Principal Accounting Officer)		June 30, 2022
/s/ Vikrant Sawhney* Vikrant Sawhney		Trustee		June 30, 2022
/s/ Robert Bass* Robert Bass		Trustee		June 30, 2022
/s/ Tracy Collins* Tracy Collins		Trustee		June 30, 2022
/s/ Vicki L. Fuller* Vicki L. Fuller		Trustee		June 30, 2022
/s/ Michelle Greene* Michelle Greene		Trustee		June 30, 2022
/s/ James F. Clark* James F. Clark		Trustee		June 30, 2022

 

*By:		/s/ Brad Marshall
		Brad Marshall
		As Agent or Attorney-in-Fact
		June 30, 2022

The original powers of attorney authorizing Brad Marshall, Carlos Whitaker, Stephan Kuppenheimer, Katherine Rubenstein, Abby Miller and Marisa J. Beeney to execute the Registration Statement, and any amendments thereto, for the trustees of the Registrant on whose behalf this Registration Statement is filed herewith.

 

C-9

Exhibit 11(a)

 

June 30, 2022

Blackstone Private Credit Fund

345 Park Avenue, 31^st Floor

New York, New York 10154

 

Re:

Blackstone Private Credit Fund

Ladies and Gentlemen:

We have acted as special Delaware counsel for Blackstone Private Credit Fund, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

 

(a)

The certificate of trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on February 11, 2020 (the “Certificate of Trust”);

 

(b)

The Initial Declaration of Trust, dated as of February 11, 2020, between individual trustee identified therein and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”), the Amended and Restated Agreement and Declaration of Trust, dated as of September 30, 2020, by the trustees of the trust named therein and the Delaware Trustee, and the Second Amended and Restated Agreement and Declaration of Trust, dated as of February 23, 2022, by the trustees of the trust named therein and the Delaware Trustee (as so amended and restated, the “Trust Agreement”);

 

(c)

The Amended and Restated By-Laws of the Trust, dated as of June 28, 2021 (the “By-Laws”);

 

(d)

A certificate of the Secretary of the Trust, dated the date hereof, and attaching copies of resolutions adopted by the Board of Trustees (the forgoing are collectively referred to as the “Resolutions” and, together with the Trust Agreement and the By-Laws, are collectively referred to as the “Trust Documents”);

 

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June 30, 2022

Page 2

 

 

(e)

Pre-Effective Amendment No. 1 to the Registration Statement (the “Registration Statement”) on Form N-14, as amended, including a preliminary prospectus (and the statement of additional information incorporated by reference therein) dated June 30, 2022 (the “Prospectus”), with respect to the issuance of the 1.750% Exchange Notes due 2024, the 2.350% Exchange Notes due 2024, the 2.700% Exchange Notes due 2025, the 4.700% Exchange Notes due 2025, the 2.625% Exchange Notes due 2026, the 3.250% Exchange Notes due 2027, and the 4.000% Exchange Notes due 2029 (as defined in the Prospectus) (the “Exchange Notes”), filed by the Trust with the United States Securities and Exchange Commission;

 

(f)

The Indenture, dated as of September 15, 2021, by and between the Trust and U.S. Bank National Association, as trustee;

 

(g)

The First Supplemental Indenture, dated as of September 15, 2021, relating to the 1.750% Notes due 2024, by and between the Trust and U.S. Bank National Association, as trustee;

 

(h)

The Second Supplemental Indenture, dated as of September 15, 2021, relating to the 2.625% Notes due 2026, by and between the Trust and U.S. Bank National Association, as trustee;

 

(i)

The Fourth Supplemental Indenture, dated as of November 22, 2021, relating to the 2.350% Notes due 2024, by and between the Trust and U.S. Bank National Association, as trustee;

 

(j)

The Fifth Supplemental Indenture, dated as of November 22, 2021, relating to the 3.250% Notes due 2027, by and between the Trust and U.S. Bank National Association, as trustee;

 

(k)

The Sixth Supplemental Indenture, dated as of January 18, 2022, relating to the 2.700% Notes due 2025, by and between the Trust and U.S. Bank National Association, as trustee;

 

(l)

The Seventh Supplemental Indenture, dated as of January 18, 2022, relating to the 4.000% Notes due 2029, by and between the Trust and U.S. Bank National Association, as trustee;

 

(m)

The Eighth Supplemental Indenture, dated as of March 24, 2022, relating to the 4.700% Notes due 2025, by and between the Trust and U.S. Bank National Association, as trustee (items (f) through (m) being referred to collectively as the “Indentures”);

 

(n)

A form of 1.750% Notes Due 2024;

 

(o)

A form of 2.350% Notes due 2024;

 

(p)

A form of 2.700% Notes due 2025;

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Blackstone Private Credit Fund

June 30, 2022

Page 3

 

(q)

A form of 4.700% Notes due 2025;

 

(r)

A form of 2.625% Notes due 2026;

 

(s)

A form of 3.250% Notes due 2027;

 

(t)

A form of 4.000% Notes due 2029;

 

(u)

A Certificate of Good Standing for the Trust, dated June 29, 2022, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Documents.

As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents and upon certificates of officers of the Trust.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Documents and the Indentures constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation, operation and termination of the Trust, and that the Trust Documents, the Indentures and the Certificate of Trust are in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties (other than the Trust) to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) except to the extent provided in paragraph 2 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us, and (vi) that the Exchange Notes will be issued and distributed to the Exchange Noteholders in accordance with the Trust Documents and as contemplated by the Registration Statement. We have not participated in the preparation of the Registration Statement (other than this opinion) and assume no responsibility for its contents except for this opinion.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

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Blackstone Private Credit Fund

June 30, 2022

Page 4

 

1. The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et. seq. (the “Act”) and has the power and authority under the Trust Documents and the Act to execute, deliver and perform its obligations under the Indenture and to issue the Exchange Notes.

2. The execution and delivery by the Trust of the Indentures and the issuance of the Exchange Notes, and the performance by the Trust of its obligations thereunder, have been duly authorized by all necessary statutory trust action on the part of the Trust under the Act and the Trust Documents.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the use of our name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

JWP/CZD

Exhibit 11(b)

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 

 

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

June 30, 2022

Blackstone Private Credit Fund

345 Park Avenue

31st Floor

New York, New York 10154

Ladies and Gentlemen:

We have acted as counsel to Blackstone Private Credit Fund, a Delaware statutory trust (the “Company”), in connection with the Registration Statement on Form N-14 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of (a) up to $365,000,000 aggregate principal amount of 1.750% Notes due 2024 (the “1.750% Exchange Notes”), (b) up to $500,000,000 aggregate principal amount of 2.350% Notes due 2024 (the “2.350% Exchange Notes”), (c) up to $500,000,000 aggregate principal amount of 2.700% Notes due 2025 (the “2.700% Exchange Notes”), (d) up to $900,000,000 aggregate principal amount of 4.700% Notes due 2025 (the “4.700% Exchange Note”), (e) up to $900,000,000 aggregate principal amount of 2.625% Notes due 2026 (the “2.625% Exchange Notes”), (f) up to $1,000,000,000 aggregate principal amount of 3.250% Notes due 2027 (the “3.250% Exchange Notes”) and (g) up to $650,000,000 aggregate principal

 

BEIJING    HONG KONG    HOUSTON    LONDON    LOS ANGELES     PALO ALTO    SÃO PAULO    TOKYO    WASHINGTON, D.C.

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Blackstone Private Credit Fund		Simpson Thacher & Bartlett LLP

 

amount of 4.000% Notes due 2029 (the “4.000% Exchange Notes” and, collectively with the 1.750% Exchange Notes, 2.350% Exchange Notes, 2.700% Exchange Notes, 4.700% Exchange Notes, 2.625% Exchange Notes and 3.250% Exchange Notes, the “Exchange Notes”).

The 1.750% Exchange Notes will be issued pursuant to an indenture, dated as of September 15, 2021 (the “Base Indenture”), and the first supplemental indenture, dated as of September 15, 2021, to the Base Indenture (the “First Supplemental Indenture”) between the Company and U.S. Bank Trust Company, as Trustee (the “Trustee”); the 2.350% Exchange Notes will be issued pursuant to the Base Indenture and the fourth supplemental indenture, dated as of November 22, 2021, to the Base Indenture (the “Fourth Supplemental Indenture”) between the Company and the Trustee; the 2.700% Exchange Notes will be issued pursuant to the Base Indenture and the sixth supplemental indenture, dated as of January 18, 2022, to the Base Indenture (the “Sixth Supplemental Indenture”) between the Company and the Trustee; the 4.700% Exchange Notes will be issued pursuant to the Base Indenture and the eighth supplemental indenture, dated as of March 24, 2022, to the Base Indenture (the “Eighth Supplemental Indenture”) between the Company and the Trustee; the 2.625% Exchange Notes will be issued pursuant to the Base Indenture and the second supplemental indenture, dated as of September 15, 2021, to the Base Indenture (the “Second Supplemental Indenture”) between the Company and the Trustee; the 3.250% Exchange Notes will be issued pursuant to the Base Indenture and the fifth supplemental indenture, dated as of November 22, 2021, to the Base Indenture (the “Fifth Supplemental Indenture”) between the Company and the Trustee; and the 4.000% Exchange Notes will be issued pursuant to the Base Indenture and the seventh supplemental indenture, dated as of January 18, 2022, to the Base Indenture (the “Seventh Supplemental Indenture,” and collectively

 

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Blackstone Private Credit Fund		Simpson Thacher & Bartlett LLP

 

with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”) between the Company and the Trustee. The 1.750% Exchange Notes will be offered by the Company in exchange for $365,000,000 aggregate principal amount of the Company’s outstanding 1.750% Notes due 2024, which have not been registered under the Securities Act. The 2.350% Exchange Notes will be offered by the Company in exchange for $500,000,000 aggregate principal amount of the Company’s outstanding 2.350% Notes due 2024, which have not been registered under the Securities Act. The 2.700% Exchange Notes will be offered by the Company in exchange for $500,000,000 aggregate principal amount of the Company’s outstanding 2.700% Notes due 2025, which have not been registered under the Securities Act. The 4.700% Exchange Notes will be offered by the Company in exchange for $900,000,000 aggregate principal amount of the Company’s outstanding 4.700% Notes due 2025, which have not been registered under the Securities Act. The 2.625% Exchange Notes will be offered by the Company in exchange for $900,000,000 aggregate principal amount of the Company’s outstanding 2.625% Notes due 2026, which have not been registered under the Securities Act. The 3.250% Exchange Notes will be offered by the Company in exchange for $1,000,000,000 aggregate principal amount of the Company’s outstanding 3.250% Notes due 2027, which have not been registered under the Securities Act. The 4.000% Exchange Notes will be offered by the Company in exchange for $650,000,000 aggregate principal amount of the Company’s outstanding 4.000% Notes due 2029, which have not been registered under the Securities Act.

 

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Blackstone Private Credit Fund		Simpson Thacher & Bartlett LLP

 

We have examined the Registration Statement and the Indenture, which is an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

In rendering the opinion set forth below, we have assumed further that (1) the Company is validly existing and in good standing under the law of the jurisdiction in which it is organized and has duly authorized, executed, issued and delivered the Indenture and the Exchange Notes, as applicable, in accordance with its organizational documents and the law of the jurisdiction in which it is organized, (2) the execution, issuance, delivery and performance by the Company of the Indenture and the Exchange Notes, as applicable, do not constitute a breach or violation of its organizational documents or violate the law of the jurisdiction in which it is organized or any other jurisdiction (except that no such assumption is made with respect to the law of the State of

 

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Blackstone Private Credit Fund		Simpson Thacher & Bartlett LLP

 

New York) and (3) the execution, issuance, delivery and performance by the Company of the Indenture and the Exchange Notes, as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon the Company.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offers described in the Registration Statement, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of rights and defenses contained in Section 5.14 of the Base Indenture or (ii) Section 1.10 of the Indenture relating to the separability of provisions of the Base Indenture.

We do not express any opinion herein concerning any law other than the law of the State of New York.

 

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Blackstone Private Credit Fund		Simpson Thacher & Bartlett LLP

 

We hereby consent to the filing of this opinion letter as Exhibit 11(b) to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

 

 

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Exhibit 12

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

June 30, 2022

Blackstone Private Credit Fund

345 Park Avenue

31st Floor

New York, New York 10154

Ladies and Gentlemen:

We have acted as U.S. counsel to Blackstone Private Credit Fund (the “Company”), in connection with the registration statement on Form N-14 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to the Company’s offer to exchange all of its outstanding 1.750% Notes due 2024, 2.350% Notes due 2024, 2.700% Notes due 2025, 4.700% Notes due 2025, 2.625% Notes due 2026, 3.250% Notes due 2027 and 4.000% Notes due 2029, which were issued in transactions not requiring registration under the Act, for an equal aggregate principal amount of its new 1.750% Notes due 2024, 2.350% Notes due 2024, 2.700% Notes due 2025, 4.700% Notes due 2025, 2.625% Notes due 2026, 3.250% Notes due 2027 and 4.000% Notes due 2029, respectively, that have been registered with the Commission under the Act.

BEIJING    HONG KONG    HOUSTON    LONDON    LOS ANGELES    PALO ALTO    SÃO PAULO    TOKYO    WASHINGTON, D.C.

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				Simpson Thacher & Bartlett LLP
Blackstone Private Credit Fund
		2

 

We have examined the Registration Statement (including the form of prospectus contained therein (the “Prospectus”)). In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the statements made in the Prospectus under the caption “Certain Material U.S. Federal Income Tax Considerations,” insofar as they purport to constitute summaries of certain provisions of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects.

We do not express any opinion herein concerning any law other than U.S. federal income tax law.

 

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				Simpson Thacher & Bartlett LLP
Blackstone Private Credit Fund
		3

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

 

 

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Exhibit 14(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form N-14 of our report dated March 9, 2022, relating to the consolidated financial statements of Blackstone Private Credit Fund and subsidiaries (the “Company’), appearing in the Annual Report on Form 10-K of Blackstone Private Credit Fund for the year ended December 31, 2021, and of our report dated March 9, 2022, relating to information of Blackstone Private Credit Fund set forth under the heading “Senior Securities” appearing in the Form N-14.

We also consent to the reference to us under the headings “Financial Highlights,” “Senior Securities” and “Experts” in such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

New York, New York

June 30, 2022

Exhibit 14(b)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of Blackstone Private Credit Fund:

We have audited the consolidated statements of assets and liabilities of Blackstone Private Credit Fund and subsidiaries (the “Company”), including the consolidated schedules of investments, as of December 31, 2021 and the statement of assets and liabilities, as of December 31, 2020, and the related consolidated statements of operations, cash flows, changes in net assets and the financial highlights, for the period from January 7, 2021 (commencement of operations) to December 31, 2021, and have issued our report dated March 9, 2022. Our audits of the Company also included the information as of December 31, 2021 appearing under the caption “Senior Securities”. This information is the responsibility of the Company’s management. Information about the Company’s senior securities as of December 31, 2021 appearing under the caption “Senior Securities” has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

New York, NY

March 9, 2022

Exhibit 16

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned officers and/or trustees of Blackstone Private Credit Fund, a Delaware statutory trust (the “Company’’), do hereby constitute and appoint each of Brad Marshall, Carlos Whitaker, Stephan Kuppenheimer, Katherine Rubenstein, Abby Miller, and Marisa J. Beeney as his or her true and lawful attorneys and agents, with full power and authority (acting separately and without the other) to execute in the name and on behalf of the undersigned as such officers and/or trustees, (i) a registration statement on Form N-14 of the Company, including any pre-effective amendments and/or any post-effective amendments thereto, and any other filings in connection therewith, and to file the same under the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, or otherwise, with respect to the registration of the Company or the registration or offering of the Company’s common shares, preferred shares, debt securities, warrants, subscription rights and units, granting to such attorneys and agents and each of them, full power of substitution and revocation in the premises, and ratifying and confirming all that such attorneys and agents, or any of them, may do or cause to be done by virtue of these presents or (ii) any statement of beneficial ownership on Form 3, 4 or 5 to be filed with the United States Securities and Exchange Commission.

All past acts of an attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

This Power of Attorney shall be valid from the date hereof until revoked by the undersigned.

IN WITNESS WHEREOF, I have executed this instrument as of the 25th day of June, 2022.

 

/s/ Brad Marshall Brad Marshall		Trustee, Chairperson, and Chief Executive Officer
/s/ Carlos Whitaker Carlos Whitaker		President
/s/ Stephan Kuppenheimer Stephan Kuppenheimer		Chief Financial Officer
/s/ Katherine Rubenstein Katherine Rubenstein		Chief Operating Officer
/s/ Abby Miller Abby Miller		Chief Accounting Officer and Treasurer
/s/ Marisa J. Beeney Marisa J. Beeney		Chief Compliance Officer, Chief Legal Officer and Secretary
/s/ Vikrant Sawhney		Trustee
Vikrant Sawhney
/s/ Michelle Greene		Trustee
Michelle Greene
/s/ Robert Bass Robert Bass		Trustee
/s/ James F. Clark James F. Clark		Trustee
/s/ Tracy Collins Tracy Collins		Trustee
/s/ Vicki L. Fuller Vicki L. Fuller		Trustee